This document is a summary translation of the Japanese language original version. In the eventof any discrepancy, errors and/or omissions, the Japanese language version shall prevail.

Securities code: 2579
March 8, 2021

NOTICE OF THE
ORDINARY GENERAL MEETINGOF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

To Our Shareholders
Thank you for your ongoing support and understanding of our company. On behalf of Coca-Cola Bottlers
Japan, I would like to express our condolences for those who have lost their lives due to the novel
coronavirus (COVID-19) and our wish for a full recovery to those suffering from the disease. Also, we
would like to express our sincere gratitude and appreciation to the governments and local municipalities,
the health institutions and medical staff and other service providers across the country who are making
every effort to prevent the spread of the infection and provide treatment.
During this outbreak of COVID-19, the safety and health of our consumers, our customers, ouremployees and our communities is our number one priority. Our mission is to deliver happy moments toeveryone while creating value, even in challenging times. We have been working with comprehensive
business continuity actions in place to ensure safe and secure supply of essential goods and services, andwe are helping communities in need, together with The Coca-Cola Company, by donating beverages,
sanitizers and personal protective equipment.
In 2020, we responded quickly to rapid changes in the business environment with a variety of measures
to mitigate the near-term impact, strengthened the resilience and agility of our core beverage business, andestablished a foundation for longer-term recovery and growth. We recognize that "business as usual is not
an option", and have forged ahead with important measures such as accelerating transformation priorities
identified in our mid-term strategic business plan, driving significant cost-reduction initiatives with a focus
on good stewardship of capital, and promoting people development and new, more flexible working styles.
It is expected that the uncertain business environment will continue, and we believe our strong efforts of2020 will ensure we have a more resilient and solid foundation from which to recover and grow as market
conditions normalize. We have transformed our channel and customer-service models, including in theimportant vending channel, and are reassessing cost structure across all business functions. We have
improved productivity and efficiency in manufacturing and logistics, while investing in customer-oriented
initiatives that will lead to expansion of selling space and market-share growth. We continue to invest in
human capital and career planning, and we maintain a strict focus on ESG priorities in order to create sharedvalue for stakeholders across our business operations.
We create value by playing our role in society and making every effort toward continued transformation
and business growth. This requires execution based on comprehensive and resilient business strategies andsolid governance and financial frameworks that deliver sustainable business growth, profit generation andcash flow in order to return value to you, our shareholders.
To all of our shareholders, we ask for your continued understanding and we thank you for yourlongstanding support for our efforts.
Calin Dragan
Representative Director & President-1-This document is a summary translation of the Japanese language original version. In the eventof any discrepancy, errors and/or omissions, the Japanese language version shall prevail.

Securities code: 2579
March 8, 2021
NOTICE OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
Dear Shareholder,
You are hereby notified of the Ordinary General Meeting of Shareholders for the fiscal year ended
December 31, 2020 of Coca-Cola Bottlers Japan Holdings Inc. (the “Company”), which will beheld as described hereunder.
In light of the ongoing concerns over the spread of the novel coronavirus disease (COVID-19),
we ask you to refrain from attending the meeting, and to exercise your voting rights either by
writing or via the Internet. Furthermore, to exercise your voting rights in advance either by writingor via the Internet, please review the attached Reference Materials for General Meeting of
Shareholders and exercise your voting rights by 5:45 p.m., March 24 (Wednesday), 2021.
Sincerely yours,
Calin Dragan
Representative Director & President
9-7-1 Akasaka, Minato-ku, Tokyo

Matters Related to the Exercise of Voting Rights in Writing or via the Internet
Exercise of voting rights by mail (writing)
Please review the attached Reference Materials for
General Meeting of Shareholders and indicate yourapproval or disapproval on the enclosed proxy voting
form, and post it without affixing a postage stamp.

Exercise of voting rights via the Internet
Please exercise your voting rights by the deadline.

Voting deadline

Voting deadline

Votes must arrive by 5:45 p.m., March 24(Wednesday), 2021

5:45 p.m., March 24 (Wednesday), 2021

If you exercise your voting rights twice, both by writing and via the Internet, the voting via the Internet
shall prevail. In case of multiple voting via the Internet or both through personal computer andsmartphone, etc., the last voting shall prevail.

-2-

MEETING AGENDA
1. Date and Time:
2. Venue:
3. Agenda:
Items to be reported:

10:00 a.m., March 25 (Thursday), 2021 (Reception starts at 9:00 a.m.)
Ho-Oh-No-Ma (2F), Tokyo Prince Hotel
3-3-1 Shibakoen, Minato-ku, Tokyo, Japan1.

2.
Items to be proposed:
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4

Business report and consolidated financial statements for the fiscal
year ended December 31, 2020 (January 1 to December 31, 2020);
and audit reports of consolidated financial statements by
Accounting Auditors and the Audit and Supervisory Committee
Non-consolidated financial statements for the fiscal year ended
December 31, 2020 (January 1 to December 31, 2020)

Appropriation of surplus
Election of five (5) Directors (excluding Directors serving on the Audit
and Supervisory Committee)
Election of four (4) Directors serving on the Audit and Supervisory
Committee
Revision of amounts of stock-based compensation, etc. for Executive
Directors

If we need to make any revision to the business report, consolidated financial statements, nonconsolidated financial statements or Reference Materials for General Meeting of Shareholders,we will notify you through the Company’s website (https://www.ccbj-holdings.com/).
 In accordance with laws and regulations and the provisions of Article 16 of the Company’s
Articles of Incorporation, the following matters have been omitted from the attachments to the
Notice of the Ordinary General Meeting of Shareholders for the fiscal year ended December 31,
2020 due to their posting on the Company’s website.
(1) “Main Businesses,” “Major Locations, etc.,” “Status of Employees,” and “Major financial
institutions providing loans to the Company” within “Current Status of the Coca-Cola Bottlers Japan
Holdings Group” in the Business Report(2) “Accounting Auditor,” “The system to ensure business adequacy,” and “Basic Policies on theControl of the Joint-stock Company” under “Current status of the Company” in the Business Report(3) Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements inConsolidated Financial Statements.
(4) Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to Non-consolidated
Financial Statements in Non-consolidated Financial Statements.
Therefore, the attachments are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the independent auditor when preparing the Independent Auditor’sReport. Furthermore, they are part of the Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Audit & Supervisory Committee in preparing the
Audit Report.

The Company’s Website

https://www.ccbj-holdings.com/-3-Reference Materials for General Meeting of Shareholders
Proposal No. 1: Appropriation of surplus
In order to minimize the impact of events such as the declaration of a state of emergency
nationwide due to the spread of COVID-19 and the decision to postpone the Tokyo Olympic andParalympic games on the Company’s business activities, the Company has made efforts including
reduction of costs, review of plans for capital investment, and optimization of balance sheets.
However, generally taking into account our profit level and actual cash flows for the fiscal year
under review, we propose the appropriation of surplus as described below.
① Year-end dividends①

Type of assets to be

Cashdistributed②

Allotment of assets

We propose to pay 25 yen per share of the Company’s

to be distributed andcommon stock.

the total amountIn this case, the dividends will total 4,483,707,375 yen.
Furthermore, although the amount of year-end dividends willbe the same as that of the previous fiscal year, annual
dividends per share will be 25 yen lower than those of theprevious fiscal year because we did not distribute interim
dividends for the fiscal year under review.

③

Effective date of the

We propose March 26, 2021 as the effective date of thedividends of surplus

dividends of surplus.

Reference-4-

Dividend Policy
Regarding dividends, the Company sets its basic policy to carry out active redistribution of profits while placing thehighest priority on paying stable dividends, by comprehensively reviewing the Company’s business performance andlevel of retained earnings. The Company has set a payout ratio target of 30% or more of net profit for the year
attributable to owners of the parent and pays interim and year-end dividends of surplus.
* As stated above, the Company plans to pay dividends only once for the fiscal year under review (year-end dividends
only).

-5-

Proposal No. 2: Election of five (5) Directors (excluding Directors serving on the
Audit and Supervisory Committee)
All five (5) Directors (excluding Directors serving on the Audit and Supervisory Committee) willcomplete their terms at the end of this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of five (5) Directors (excluding Directors servingon the Audit and Supervisory Committee).
The candidates for Directors (excluding Directors serving on the Audit and Supervisory
Committee) are as follows:
No.

Name

Current Position and Responsibility in the Company

Attributes

Position1

Calin Dragan

Reelection

Representative Director

2

Bjorn Ivar Ulgenes

Reelection

Representative Director

3

Hiroshi Yoshioka

4

Hiroko Wada

5

Hirokazu Yamura

Reelection, Outside,
Independent
Reelection, Outside,
Independent
Reelection, Outside
Independent

Responsibility
President
Chief Financial Officer(Head of Finance)

Outside Director–

Outside Director–

Outside Director–

Reference: Guidelines and Procedures for the Nomination of Candidates for Directors● In nominating candidates for internal Directors of the Company, the Company will judge thelevel of contribution and the future potential of the candidates based on the Company’s
evaluation system.
● Furthermore, in nominating candidates for Outside Directors, the Company will nominate
persons that it judges they are expected to largely contribute to increasing the Company’s
corporate value.
● Moreover, in nominating candidates for Directors serving on the Audit and Supervisory
Committee, at least one of the candidates must be a person with suitable knowledge regarding
finance and accounting.
● Furthermore, the nomination procedures for candidates for Directors will be decided at a Boardof Directors meeting. The Company is a “company with an Audit and Supervisory Committee”
with an Audit and Supervisory Committee which is composed entirely of Outside Directors,
including multiple Independent Outside Directors, and, with a Board of Directors wheremultiple constituent members are Independent Outside Directors. We judge that this system
ensures fairness and transparency.

-6-

Candidate

No. 1

Calin Dragan

Reelection[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

2,165

Attendance at Board of Directors meetings

10/10*Attendance rate: 100%

(Date of birth:
October 24, 1966,
54 years old)

[Significant
Concurrent Positions]Representative
Director & President,
Coca-Cola Bottlers
Japan Inc.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
June
1993 Joined Coca-Cola Leventis
January
2000 Joined Coca-Cola Hellenic Bottling Company S.A.
January
2005 General Manager and Administrator in charge of Romania and Mordovian
Republic, Coca-Cola Hellenic Bottling Company S.A.
July
2011 Executive Corporate Officer, Coca-Cola West Co., Ltd.
March2012 Representative Director, Coca-Cola West Co., Ltd.
Vice President, Coca-Cola West Co., Ltd.
July
2013 Representative Director & President, Coca-Cola East Japan Co., Ltd.
May2017 Regional Director, The Coca-Cola Company Bottling Investments GroupRegional Director, Coca-Cola Far East Limited
January
2018 President, The Coca-Cola Company Bottling Investments GroupMarch
2019 Executive Officer, Coca-Cola Bottlers Japan Holdings Inc.
Executive Officer, Coca-Cola Bottlers Japan Inc.
Representative Director, Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
President, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Representative Director, Coca-Cola Bottlers Japan Inc. (incumbent)
President, Coca-Cola Bottlers Japan Inc. (incumbent)[Reasons for nomination as candidate for Director]
The Company requests the election of Calin Dragan as a Director because of his considerable experience as theRepresentative Director & President of Coca-Cola Bottling companies within Japan and gained at The Coca-Cola
Company, his global business knowledge of Coca-Cola business operations, and how he has exercised leadership in
his present position as a Senior General Manager of Business of the Company and Group, to utilize his ability andexperience, etc. in the management of the Group.

-7-

Candidate

No. 2

Bjorn Ivar Ulgenes

Reelection[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

865

Attendance at Board of Directors meetings

10/10*Attendance rate: 100%

(Date of birth:
April 5, 1968,
52 years old)

[Significant
Concurrent Positions]Representative
Director & Vice
President, Chief
Financial Officer(Head of Finance),
Coca-Cola Bottlers
Japan Inc.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
July
1997 Joined The Coca-Cola Company
August2005 Finance Director, North & West Africa Business Unit, The Coca-Cola
CompanyMay
2008 Finance Director & Executive Assistant to the Business Unit President,
North & West Africa Business Unit, The Coca-Cola Company
June2009 GM Innovation & EA, North & West Africa Business Unit,
The Coca-Cola Company
February 2010 Senior Vice President Finance, The Coca-Cola (Japan) Co., Ltd.
January
2013 Finance Director, Central, East & West Africa Group, The Coca-Cola
Company
April
2016 Deputy Finance Director, Europe, Middle East & Africa (EMEA) Group,
The Coca-Cola Company
October
2018 Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan
Holdings Inc.
Senior Executive Officer, Head of Finance, Coca-Cola Bottlers Japan Inc.
November 2018 Representative Director & President, Coca-Cola Bottlers Japan Sales
Support Inc.
January
2019 Representative Director & President, Coca-Cola Bottlers Japan Business
Services Inc.
February 2019 Executive Officer, Coca-Cola Bottlers Japan Holdings Inc.
Executive Officer, Coca-Cola Bottlers Japan Inc.
March
2019 Representative Director, Coca-Cola Bottlers Japan Holdings Inc.
(incumbent)
Vice President, Chief Financial Officer (Head of Finance), Coca-Cola
Bottlers Japan Holdings Inc. (incumbent)
Representative Director, Coca-Cola Bottlers Japan Inc. (incumbent)
Vice President, Chief Financial Officer (Head of Finance), Coca-Cola
Bottlers Japan Inc. (incumbent)
December 2019 Representative Director & Chairman, Q’SAI CO., LTD.

[Reasons for nomination as candidate for Director]
The Company requests the election of Bjorn Ivar Ulgenes as a Director because of his considerable experience as theRepresentative Director, Vice President, Chief Financial Officer (Head of Finance) of the Company and gained at The
Coca-Cola Company, his global business knowledge of Coca-Cola business operations, and because of how he has
exercised leadership in his present position as a Senior General Manager of Business of the Company and Group, toutilize his ability and experience, etc. in the management of the Group.

-8-

Candidate

No. 3

Hiroshi Yoshioka

Reelection

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

1,261

Attendance at Board of Directors meetings

10/10*Attendance rate: 100%

(Date of birth:
October 26, 1952,
68 years old)

[Significant
Concurrent Positions]
No significant
concurrent positions
to note.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
April
1975 Joined Japan Radio Co., Ltd.
January
1979 Joined Sony Corporation
October
2001 Representative Director and President, Sony Ericsson Mobile
Communications Corporation
April
2003 CVP, Sony Ericsson Mobile Communications Corporation AB
November 2005 Corporate Executive, SVP, Sony Corporation
April
2008 Corporate Executive, EVP, Sony Corporation
April
2009 Executive Deputy President Officer, Sony Corporation*Has resigned from the office as Executive Deputy President Officer ofSony Corporation as of December 31, 2012.
July
2013 Outside Director, Coca-Cola East Japan Co., Ltd.
April
2017 Outside Director, Coca-Cola Bottlers Japan Inc.
January
2018 Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hiroshi Yoshioka as a Director (Outside Director) in order for him to utilize,
for the management of the Company, the considerable experience and global knowledge he has gained thus far at the
Coca-Cola bottling company within Japan and Sony Corporation.

-9-

Candidate

No. 4

Hiroko Wada

Reelection

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

10/10*Attendance rate: 100%

(Date of birth:
May 4, 1952,
68 years old)
[Significant
Concurrent Positions]Representative, Office
WaDa
Outside Director,
Shimadzu
Corporation
Outside Director(Audit & Supervisory
Committee Member),Unicharm
Corporation

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
April
1977 Joined Procter & Gamble Sunhome Co., Ltd.
January
1998 Vice President, In charge of Corporate New Ventures, Asia, The Procter &Gamble Company (U.S.)
March
2001 Representative Director & President, Dyson Ltd.
April
2004 Representative Director, President & COO, Toys”R”Us-Japan, Ltd.
November 2004 Representative, Office WaDa (incumbent)May
2009 Outside Director, Aderans Holdings Co., Ltd.
June
2016 Outside Director, Shimadzu Corporation (incumbent)
March2019 Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)
Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hiroko Wada as a Director (Outside Director) in order for her to utilize, for the
management of the Company, the considerable experience and global knowledge she has gained thus far as officer at
The Procter & Gamble Company and as Representative Director at Dyson Ltd. and Toys”R”Us-Japan Ltd.

- 10 -

Candidate

No. 5(Date of birth:
September 28, 1977,
43 years old)

Hirokazu Yamura

Reelection

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

Hirokazu Yamura is Representative Director& President of Michinoku Coca-Cola
Bottling Co., Ltd. The Company has business
relations in product trading, etc. with
Michinoku Coca-Cola Bottling Co., Ltd.
(Sales etc. : 0.3% of the Company’s net sales;
Purchases etc. : 0.5% of the net revenues ofMichinoku Coca-Cola Bottling Co., Ltd.)-

Attendance at Board of Directors meetings

8/8*Attendance rate: 100%[Significant
Concurrent Positions]Representative
Director & President,
Michinoku
Coca-Cola BottlingCo., Ltd.

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
October
2006 Joined Michinoku Coca-Cola Bottling Co., Ltd.
February 2009 Director, Michinoku Coca-Cola Bottling Co., Ltd.
March2012 Managing Director, Michinoku Coca-Cola Bottling Co., Ltd.
March2013 Senior Managing Director, Michinoku Coca-Cola Bottling Co., Ltd.
March2014 Representative Director & President, Michinoku Coca-Cola Bottling Co.,
Ltd. (incumbent)
March2020 Outside Director, Coca-Cola Bottlers Japan Holdings Inc. (incumbent)[Reasons for nomination as candidate for Outside Director]
The Company requests the election of Hirokazu Yamura as a Director (Outside Director) in order for him to utilize,
for the management of the Company, the considerable experience and knowledge he has gained in management andas Representative Director & President at Michinoku Coca-Cola Bottling Co., Ltd.

- 11 -

Notes:1. Company names at each time of occurrences are described within the Brief Personal Profile.
2. Currently, the Company has concluded officers’ liability insurance agreements with Calin Dragan, Bjorn Ivar
Ulgenes, Hiroshi Yoshioka, Hiroko Wada and Hirokazu Yamura as insureds, whose insurance premiums are fully
borne by the Company, and if their re-elections are approved, said agreements shall be renewed. The agreement will
outline that, in the event of a claim for damages by a shareholder, the Company, an employee or another third party
during the insurance period arising from an act done by the insureds in relation to their work as the Company’s
officers, such compensation for damages and legal expenses, etc. shall be compensated.
3. Currently, the Company has concluded agreements for limitation of liability with Hiroshi Yoshioka, Hiroko Wadaand Hirokazu Yamura, and if their re-elections are approved, said agreements shall remain in effect. The agreement
will outline that in cases where the Directors (excluding Executive Directors, etc.) have caused damages to theCompany due to non-performance of their duties and yet they are bona fide and there is no gross negligence fromthem in performing their duties, they shall be liable for the damages to the limit of minimum liability set forth in
Article 425, Paragraph 1 of the Companies Act.
4. Hiroshi Yoshioka, Hiroko Wada and Hirokazu Yamura are candidates for Outside Director.
(1) Hiroshi Yoshioka, Hiroko Wada and Hirokazu Yamura are incumbent Outside Directors of the Company. At theconclusion of this General Meeting of Shareholders, Hiroshi Yoshioka has assumed the office as Outside Director
for four (4) years, Hiroko Wada has assumed the office as Outside Director for two (2) years, and Hirokazu
Yamura has assumed the office as Outside Director for one (1) year.
(2) The Company has submitted a notice to Tokyo Stock Exchange, Inc., on which the Company is listed, that Hiroshi
Yoshioka, Hiroko Wada and Hirokazu Yamura are “Independent Directors” in accordance with the rules, etc. ofthe said securities exchange. If their re-elections are approved, they are scheduled to be Independent Directors
continuously.

- 12 -

Proposal No. 3: Election of four (4) Directors serving on the Audit and Supervisory
Committee
Irial Finan, Celso Guiotoko and Nami Hamada, Directors serving on the Audit and Supervisory
Committee, will complete their terms at the end of this Ordinary General Meeting of Shareholders.
In addition, Enrique Rapetti, Director serving on the Audit and Supervisory Committee, will
resign from his position at the end of this Ordinary General Meeting of Shareholders.
Therefore, we would like to request the election of four (4) Directors serving on the Audit andSupervisory Committee.
We have obtained the consent of the Audit and Supervisory Committee in connection with this
proposal.
The candidates for Directors serving on the Audit and Supervisory Committee are as follows:
No.

Name

Attributes

Current Position in the Company
Outside Director

1

Irial Finan

Reelection, Outside(Audit & Supervisory Committee
Member)2

Celso Guiotoko

3Nami Hamada

4

Vamsi Mohan Thati

Reelection, Outside,
Independent

Outside Director(Audit & Supervisory Committee
Member)Reelection, Outside,
Independent

Outside Director(Audit & Supervisory Committee
Member)New election, Outside-

Reference: Guidelines and Procedures for the Nomination of Candidates for Directors● In nominating candidates for internal Directors of the Company, the Company will judge thelevel of contribution and the future potential of the candidates based on the Company’s
evaluation system.
● Furthermore, in nominating candidates for Outside Directors, the Company will nominate
persons that it judges they are expected to largely contribute to increasing the Company’s
corporate value.
● Moreover, in nominating candidates for Directors serving on the Audit and Supervisory
Committee, at least one of the candidates must be a person with suitable knowledge regarding
finance and accounting.
● Furthermore, the nomination procedures for candidates for Directors will be decided at a Boardof Directors meeting. The Company is a “company with an Audit and Supervisory Committee”
with an Audit and Supervisory Committee which is composed entirely of Outside Directors,
including multiple Independent Outside Directors, and, with a Board of Directors wheremultiple constituent members are Independent Outside Directors. We judge that this system
ensures fairness and transparency.

- 13 -

Candidate

No. 1

Irial Finan[Significant
Concurrent Positions]
Director, Coca-Cola
European Partners Plc
Director, Smurfit
Kappa Group Plc
Director, Fortune
Brands Home &Security, Inc.

Outside[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings

10/10

6/6

*Attendance rate: 100%

(Date of birth:
June 14, 1957,
63 years old)

Reelection*Attendance rate: 100%

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
October
1984 Finance Director, Coca-Cola Bottlers Ireland Ltd
January
1991 Managing Director, Coca-Cola Bottlers Ulster Ltd
June
1995 Managing Director, Coca-Cola Molino Beverages & Joint Managing
Director, Hellenic Bottling Company
March2001 CEO, Coca-Cola HBC SA
August2004 EVP, The Coca-Cola Company (President, Bottling Investments)
February 2012 Director, Smurfit Kappa Group Plc (incumbent)
March2012 Outside Director, Coca-Cola Central Japan Company, Limited.
July
2013 Outside Director, Coca-Cola East Japan Co., Ltd.
April
2016 Director, Coca-Cola European Partners Plc (incumbent)
April2017 Outside Director (Audit & Supervisory Committee Member), Coca-Cola
Bottlers Japan Inc.
January
2018 Outside Director (Audit & Supervisory Committee Member), Coca-Cola
Bottlers Japan Holdings Inc. (incumbent)
February 2019 Director, Fortune Brands Home & Security, Inc. (incumbent)[Reasons for nomination as candidate for Outside Director]
Irial Finan has considerable experience and global expertise having acted as a corporate executive engaged in CocaCola business over many years acting as an outside director of Coca-Cola bottling company within Japan, managementof The Coca-Cola Company and global bottlers and a representative of the Bottling Investments Group engaging inoversight of Coca-Cola bottlers worldwide, and possesses audit experiences as a Director serving on the Audit andSupervisory Committee and the Chairperson of such Audit and Supervisory Committee at our Company. Based on his
extensive experience as a global corporate executive and his expertise in the field of finance, he is expected to provide
advice as a Director serving on the Audit and Supervisory Committee on all areas including decision making related
to important managerial decisions, handling of expected risks and the internal control system, and the Company hereby
requests the election of Finan as a Director serving on the Audit and Supervisory Committee (Outside Director).

- 14 -

Candidate

No. 2

Celso Guiotoko[Significant
Concurrent Positions]
Director and Global
Chief Digital Officer,
Nishimoto Co., Ltd.

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings

10/10

6/6

*Attendance rate: 100%

(Date of birth:January 3, 1959,
62 years old)

Reelection*Attendance rate: 100%

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
December 1983 Joined Banco Bradesco SA
January
1985 Senior Manager, Arthur Andersen (Accenture)
March
1996 System Director, Toshiba America Electronic Components, Inc.
December 1997 Solution Service Vice President, i2 Technologies Japan, Inc.
May
2004 Vice President & CIO (Chief Information Officer), Nissan Motor Co.,
Ltd.
April
2006 Corporate Vice President & CIO, Nissan Motor Co., Ltd.
April
2014 Senior Corporate Vice President & CIO, Nissan Motor Co., Ltd.
June
2017 Statutory Auditor, Nissan Motor Co., Ltd.
*Guiotoko has resigned from the office as Statutory Auditor of Nissan
Motor Co., Ltd. as of May 11, 2018.
March
2019 Outside Director (Audit & Supervisory Committee Member), Coca-Cola
Bottlers Japan Holdings Inc. (incumbent)
Executive Officer and Global Chief Digital Officer, Nishimoto Co., Ltd.
March2020 Director and Global Chief Digital Officer, Nishimoto Co., Ltd.
(incumbent)[Reasons for nomination as candidate for Outside Director]
Celso Guiotoko has considerable experiences and global expertise gained at Nissan Motor Co., Ltd. (“Nissan”) as wellas Nishimoto Co., Ltd. and possesses audit experience as Statutory Auditor at Nissan. Based on his extensive
experience as a corporate executive and an auditor and his expertise in the field of information technology, he isexpected to provide advice as a Director serving on the Audit and Supervisory Committee on all areas including
decision making related to important managerial decisions, handling of expected risks and the internal control system,and the Company hereby requests the election of Guiotoko as a Director serving on the Audit and Supervisory
Committee (Outside Director).

- 15 -

Candidate

No. 3

Nami Hamada[Significant
Concurrent Positions]Founder, Managing
Director, Mile High
Capital Inc.
Outside Director(Audit Committee
Member), MetLife
Insurance K.K.

OutsideIndependent[Relationship of special interest in the
Company]

No. of Company Shares Owned

None

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings

10/10

6/6

*Attendance rate: 100%

(Date of birth:
August 3, 1964,
56 years old)

Reelection*Attendance rate: 100%

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
July
1992 Joined Lehman Brothers Holdings Inc.
October
1996 Vice President, Lehman Brothers Japan Inc.
June
1999 Senior Vice President, Lehman Brothers Japan Inc.
May
2004 Representative Director, HDH Advisors Japan Limited.
December 2006 Principal, HDH Capital Management Pte Ltd. (Former Company Name:
HDH Advisors)
March2009 Founder, Managing Director, Mile High Capital Inc. (incumbent)
August2017 Director, Ecoplexus Japan K.K.
February 2019 Chief Operating Officer, Vesper Group Japan K.K.
March2019 Outside Director (Audit & Supervisory Committee Member), Coca-Cola
Bottlers Japan Holdings Inc. (incumbent)May
2020 Outside Director (Audit Committee Member), MetLife Insurance K.K.
(incumbent)[Reasons for nomination as candidate for Outside Director]
Nami Hamada has considerable experiences on Finance and Accounting gained as a proprietor of her own financeconsulting company and considerable experiences and global expertise gained as a corporate executive at Lehman
Brothers Japan Inc. Based on her extensive experience as a corporate executive and her expertise in the field of finance,
she is expected to provide advice as a Director serving on the Audit and Supervisory Committee on all areas including
decision making related to important managerial decisions, handling of expected risks and the internal control system,and the Company hereby requests the election of Hamada as a Director serving on the Audit and Supervisory
Committee (Outside Director).

- 16 -

Candidate

No. 4(Date of birth:
April 28, 1971,
49 years old)

[Significant
Concurrent Positions]
President, Greater
China and Mongolia
Operating Unit, The
Coca-Cola Company

Vamsi Mohan Thati

New election

Outside[Relationship of special interest in the
Company]

No. of Company Shares Owned

Vamsi Mohan Thati is President of theGreater China and Mongolia Operating Unit
at The Coca-Cola Company. The Company
has entered into contracts for manufacturing
and sales of Coca-Cola and other products
and use of trademarks, etc. with The CocaCola Company.

-

Attendance at Board of Directors meetings

Attendance at Audit and Supervisory
Committee meetings--

Brief Personal Profile, Position and Responsibility in the Company, and Significant
Concurrent Positions
June
1994 Joined ASIAN PAINTS (INDIA) LTD.
September 1998 Joined The Coca-Cola Company Bottling Investments Group
April
2009 General Manager, The Coca-Cola Company Bottling Investments GroupMay
2012 Indochina CEO, The Coca-Cola Company Bottling Investments Group
June
2016 Southeast Asia Region Director, The Coca-Cola Company Bottling
Investments GroupMay
2017 India and Southwest Asia Region Director, The Coca-Cola Company
Bottling Investments Group
January
2018 President, South Pacific Business Unit, The Coca-Cola Company
November 2020 President, Greater China and Mongolia Operating Unit, The Coca-Cola
Company (incumbent)[Reasons for nomination as candidate for Outside Director]
Vamsi Mohan Thati is President of the Greater China and Mongolia Operating Unit at The Coca-Cola Company, who
has demonstrated strong leadership in a variety of fields such as operations, market execution, and general management
at The Coca-Cola Company Bottling Investments Group and has considerable management experiences as a manager
at business units in the Asia region. Based on his extensive experience as a global corporate executive, he is expected
to provide advises as a Director serving on the Audit and Supervisory Committee on all areas including decision
making related to important managerial decisions, handling of expected risks and the internal control system, and theCompany hereby requests the election of Thati as a Director serving on the Audit and Supervisory Committee (Outside
Director).

- 17 -

Notes:1. Company names at each time of occurrences are described within the Brief Personal Profile.
2. Currently, the Company has concluded officers’ liability insurance agreements with Irial Finan, Celso Guiotoko andNami Hamada as insureds, whose insurance premiums are fully borne by the Company, and if their re-elections areapproved, said agreements shall be renewed. In addition, if the election of Vamsi Mohan Thati is approved, theCompany plans to conclude the said agreement with him as an insured. The agreement will outline that, in the eventof a claim for damages by a shareholder, the Company, an employee or another third party during the insurance
period arising from an act done by the insureds in relation to their work as the Company’s officers, suchcompensation for damages and legal expenses, etc. shall be compensated.
3. Currently, the Company has concluded agreements for limitation of liability with Irial Finan, Celso Guiotoko andNami Hamada, and if their re-elections are approved, said agreements shall remain in effect. In addition, if theelection of Vamsi Mohan Thati is approved, the Company plans to conclude the said agreement with him. The
agreement will outline that in cases where the Directors (excluding Executive Directors, etc.) have caused damages
to the Company due to non-performance of their duties and yet they are bona fide and there is no gross negligencefrom them in performing their duties, they shall be liable for the damages to the limit of minimum liability set forthin Article 425, Paragraph 1 of the Companies Act.
4. Irial Finan, Celso Guiotoko, Nami Hamada and Vamsi Mohan Thati are candidates for Outside Director.
(1) Following indications relating to non-conformities in the final vehicle inspections process made on September 18,
2017 by the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) during an on-site inspection of the
Nissan Shatai Co., Ltd.’s Shonan Plant, Nissan Motor Co., Ltd., where Celso Guiotoko served as Statutory Auditor
until May 11, 2018, provided a report to the MLIT on November 17, 2017 on “A Detailed Fact-Finding
Investigation on the Past Operating Conditions of the Non-Conforming Final Vehicle Inspections and an
Evaluation of Recurrence Prevention Policy.”
Thereafter, after receiving operational improvement orders from the MLIT on March 26, 2018, on July 9, 2018,
Nisan Motor Co., Ltd. publicly disclosed the fact that it had discovered non-conformities including deviations in
the testing environment and the rewriting of measured values in some of the emission gas and fuel consumption
measurement tests performed during the final vehicle inspections.
Furthermore, on December 10, 2018, Nissan Motor Co., Ltd. and its two former directors were indicted forviolations of the Financial Instruments and Exchange Act (a crime of submitting a false securities report)
regarding the executive compensation listed in Nissan Motor Co., Ltd.’s securities report.
Celso Guiotoko was not aware of these problems until these facts came to light, but was providing regularsuggestions from the standpoint of legal compliance at the Board of Directors meetings, etc. He has fulfilled his
responsibilities such as by directing the thorough investigation of the said facts and the prevention of recurrence.
(2) Irial Finan, Celso Guiotoko and Nami Hamada are incumbent Outside Directors of the Company. At theconclusion of this General Meeting of Shareholders, Irial Finan has assumed the office as Outside Director for
four (4) years, and Celso Guiotoko and Nami Hamada have assumed the offices as Outside Directors for two (2)years.
(3) The Company has submitted a notice to Tokyo Stock Exchange, Inc., on which the Company is listed, that Celso
Guiotoko and Nami Hamada are “Independent Directors” in accordance with the rules, etc. of the said securities
exchange. If their re-elections are approved, they are scheduled to be Independent Directors continuously.

- 18 -

Proposal No. 4: Revision of amounts of stock-based compensation, etc. for Executive
Directors
With regard to the compensation, etc. for the Company’s Directors (excluding Directors
serving on the Audit and Supervisory Committee), the issue of stock-based compensationconsisting of monetary compensation receivables and cash (the performance share unit system,hereinafter called “PSU,” and the restricted stock unit system, hereinafter called “RSU”) to
Executive Directors (excluding Directors serving on the Audit and Supervisory Committee andOutside Directors) was approved in an annual amount not exceeding in total the value of 200,000
shares multiplied by the market value of the monetary compensation receivables and cash at thetime of issue, by shareholders on the 2019 Annual General Meeting of Shareholders held on
March 26, 2020.
The amount of compensation etc. for the Company’s Directors (excluding Directors serving on
the Audit and Supervisory Committee) is significantly skewed towards variable pay and hasstrong dependency on performance of the Company. For the basic policy and the outline ofcompensation, please refer to "Reference" at the end of this document. It is vital for the Company
to maintain the current mechanism for varying compensation based on performance in order tomotivate improved business performance in the future, while also strengthening mechanisms torecruit and retain talented human resources who will be able to lead further business growth, evenin an adverse business environment. By increasing the proportion of RSU in compensation for
Executive Directors, it is important for the Company to align interests with shareholders, creating
incentives to improve mid-to-long-term corporate value, and strengthening retention.
In order to fulfill this objective, we propose to revise the total amount of monetarycompensation receivables and cash to be issued to Executive Directors as compensation to an
amount within the total of 600,000 shares per year (equivalent to approximately 0.3% of the total
number of shares currently issued by the Company) multiplied by the market value of themonetary compensation receivables and cash at the time of issue. The above compensation
amount represents an upper limit, applicable only when the highest level of performance isachieved. This amount of compensation will not necessarily be paid every year. In the event ofpoor business performance, variable compensation will be significantly reduced.
In addition, we propose to revise the timing of the provision of benefits under the RSU to thetime of each Director’s retirement from each three consecutive fiscal year period, ApplicableTerm, ends to further strengthen retention of talented human resources and to continue tocontribute to the Company performance. In the case that this agenda item is approved, an outlineof Stock-based Compensation is provided below as “Note.” We propose to apply this revision to
the RSU resolved by the 2019 Annual General Meeting of Shareholders as described in thisagenda item.
The payment of the compensation subject to the above revisions is expected to be decided bycomprehensively taking into account matters such as degree of contribution by the Executive
Directors to the Company, etc., and the Company believes that such method of determination isreasonable based on the compensation structure defined for Executive Directors’ and Executive
Officers’ compensation system. Separate to this amount, no change has been made to the- 19 -

compensation limit approved by resolution of the 2019 Annual General Meeting of Shareholders
held on March 26, 2020, of an annual amount not exceeding 850 million yen in total for Directors(excluding Directors serving on the Audit and Supervisory Committee.
There will be five Directors (two of whom are Executive Directors) other than the Directors
serving on the Audit and Supervisory Committee in the case that Proposal No. 2 is approved.

Note
Outline of Stock-based Compensation in the case that this agenda item is approved (the main
points of the revision are underlined)
Outline of the PSU(1) Outline of the PSU
The PSU is a performance-linked stock-based compensation system under which Executive
Directors covered by the PSU (hereinafter called “Participants”) shall be provided an amountof the Company’s common shares and cash based on the degree to which the Company has
achieved the quantitative performance targets, etc. predetermined by the Company’s Boardof Directors Meeting for each three consecutive fiscal year period (hereinafter called the“Applicable Term”), as compensation for each Applicable Term. The initial Applicable Termshall be from the fiscal year ending December 31, 2021 to the fiscal year ending December
31, 2023, and the Applicable Term for the years after the one ending December 31, 2021
onwards shall also be three consecutive years.
Because the provision of the Company’s common shares and cash is based on the degree towhich the Company has achieved the quantitative performance targets, etc., whether or not
the Company’s common shares and cash will be provided, and the number of shares and theamount of money if such provision is to be made, are not determined at the time when the
PSU is introduced.
(2) Structure of the PSU
The specific structure of the PSU is as follows.
(a) The Participants eligible under the PSU shall be Executive Directors.
(b) The basic amount in accordance with the responsibilities, etc. of each Participant, as wellas the quantitative targets (based on ROE, net sales, etc.), payment coefficient andformulas necessary to calculate the specific number of common shares of the Company
and the amount of cash to be provided to each Participant, will be decided within threemonths of the commencement of the Applicable Term, at the Company’s Board of
Directors Meeting.
(c) Once the Applicable Term ends, the number of common shares and cash to be provided
to each Participant will be determined in accordance with predetermined ratios based on
factors including the degree to which the Company has achieved quantitative
performance targets during the Applicable Term.

- 20 -

(d) The Company will provide monetary compensation receivables, the amounts of which
are determined in accordance with the number of common shares to be provided to eachParticipant as determined in the above (c), for each Participant for the purpose ofcontributing them in kind, and such Participant will receive the allotted common sharesby contributing all the concerned monetary compensation receivables in kind. The paidin amount for such common shares shall be based on the closing price of the Company’scommon shares on the Tokyo Stock Exchange, Inc. on the business day before the dateof the resolution of the Company’s Board of Directors Meeting on the issuance or disposalof shares (if transaction is not completed on the same day, the closing price of the mostrecent trading day before that).
(e) To secure the funds the Participants need for paying tax obligations in connection withthe allotment of the Company’s common shares in the above (d), in addition to themonetary compensation receivables determined in accordance with the above (d), theCompany will pay the amount of cash decided in accordance with the above (c).
(3) Calculation methods to determine the number of the Company’s common shares and cash
amount to be provided to each Participant
The Company will calculate the number of the Company’s common shares and cash amountto be provided to each Participant using the following formula.
(a) Number of the Company’s common shares provided to each Participant(Basic amount (*1) ÷ stock price at the time of grant (*2)) x payment coefficient (*3) x
50%
Fractions less than 100 shares resulting from the calculation will be rounded up to 100
shares.
(b) Cash paid to each Participant{(Basic amount (*1) ÷ stock price at the time of grant (*2)) x payment coefficient (*3) No. of the Company’s common shares to be provided} x Stock price at the time of issue(*4)
Fractions less than 1 yen resulting from the calculation will be rounded up to 1 yen.
*1 The basic amount for each Participant is decided at the Company’s Board of
Directors Meeting based on the responsibilities, etc. of each Participant.
*2 The stock price at the time of grant is the average of closing stock prices of theCompany’s common shares in Tokyo Stock Exchange, Inc. over the 1 month period
preceding the AGM, counting from the day before the AGM.
*3 The payment coefficient takes a value between 0% and 150%, and is calculated basedon the degree to which the Company has achieved ROE, net sales and other targets
during the Applicable Term, in accordance with a method determined by theCompany’s Board of Directors Meeting.
*4 The stock price at the time of issue shall be the closing price of the Company’scommon shares on the Tokyo Stock Exchange, Inc. on the business day before thedate of the resolution of the Company’s Board of Directors Meeting on issuance anddisposal of the shares provided under the PSU (if transaction is not completed on thesame day, the closing price of the most recent trading day before that).

- 21 -

The total combined amount of monetary compensation receivables in (2) (d) and cash in(2) (e) in the outline of the PSU, together with monetary compensation receivables in (2)(c) and cash in (2) (d) in the outline of the RSU, shall be limited to a maximum of 600,000
shares of the Company’s common shares per year multiplied by the stock price at the timeof issue. However, if the total number of shares issued by the Company
increases/decreases after the date of resolution of this agenda item due to reverse share
split, share split, allocation of shares without contribution etc., the total amount of themonetary compensation receivables and cash to be provided to the Participants and thenumber of the Company’s common shares provided to the Participants will be reasonably
adjusted according to the percentage of such increase or decrease.
(4) Conditions for providing the Company’s common shares to the Participants
Under the PSU, the Company’s common shares and cash will be provided to the Participants
if the following conditions are met after the Applicable Term ends.
(a) Continuously served as a Director or Executive Officer of the Company or any of its
subsidiaries throughout the Applicable Term(b) No illegal acts, as defined by the Company’s Board of Directors Meeting, were conducted(c) Other conditions that are determined by the Company’s Board of Directors Meeting asnecessary to achieve the objectives of the PSU are met
The Company’s common shares will be provided to the Participants through the issuanceof shares or the disposal of treasury stock. The Participants who will receive these commonshares and the subscription requirements for such issuance of the shares or disposal of treasury
stock will be decided by the Company’s Board of Directors Meeting after the Applicable Term.
(5) Treatment in the case of resignation
Should a Participant lose his/her position as a Director or Executive Officer of the Company
or any of its subsidiaries during the Applicable Term only due to a certain reason which has
been determined by the Company’s Board of Directors Meeting in advance, such Participants
will be provided with the Company’s common shares and cash prorated based on a reasonable
method prescribed by the Company’s Board of Directors Meeting for each Participant’s termof office during the Applicable Term up to such resignation.

Outline of the RSU(1) Outline of the RSU
The RSU is a stock-based compensation system under which Executive Directors covered by
the RSU (hereinafter called “Participants”), provided that their employment has been
continuous throughout the period prescribed by the Company’s Board of Directors Meeting(hereinafter called the “Applicable Term”), shall be provided an amount of the Company’scommon shares and cash which has been predetermined by the Company’s Board of Directors
Meeting at the time of their retirement, as compensation for each Applicable Term. The initial
Applicable Term shall be from the fiscal year ending December 31, 2021 to the fiscal year

- 22 -

ending December 31, 2023, and the Applicable Term for the years after the one ending
December 31, 2021 onwards shall also be three consecutive years.
(2) Structure of the RSU
The specific structure of the RSU is as follows.
(a) The basic amount in accordance with factors including the responsibilities of eachParticipant, as well as the number of share units to be provided to each Participant, will
be decided at the Company’s Board of Directors Meeting, and the number of share units
granted to each Participant, within three months of the commencement of the ApplicableTerm.
(b) On the retirement of a Participant, the number of common shares and cash to be provided
to the Participant will be determined at the Company’s Board of Directors Meeting basedon the accumulated number of share units that have been granted to the Participant.
(c) The Company will provide monetary compensation receivables, the amounts of which
are determined in accordance with the number of common shares to be provided to eachParticipant as determined in the above (b), for each Participant for the purpose ofcontributing them in kind, and such Participant will receive the allotted common sharesby contributing all the concerned monetary compensation receivables in kind. The paidin amount for such common shares shall be based on the closing price of the Company’scommon shares on the Tokyo Stock Exchange, Inc. on the business day before the dateof the resolution of the Company’s Board of Directors Meeting on the issuance or disposalof shares (if transaction is not completed on the same day, the closing price of the mostrecent trading day before that).
(d) To secure the funds the Participants need for paying tax obligations in connection withthe allotment of the Company’s common shares in the above (c), in addition to themonetary compensation receivables determined in accordance with the above (c), theCompany will pay the amount of cash decided in accordance with the above (b).
(3) Calculation methods to determine the number of the Company’s common shares and cash
amount to be provided to each Participant
The Company will calculate the number of the Company’s common shares and cash amountto be provided to each Participant using the following formula.
(a) Number of the Company’s common shares provided to each Participant(Basic amount (*1) ÷ stock price at the time of grant (*2)) x 50%
Fractions less than 100 shares resulting from the calculation will be rounded up to 100
shares.
(b) Cash paid to each Participant{(Basic amount (*1) ÷ stock price at the time of grant (*2)) - No. of the Company’scommon shares calculated in the above (a)} x Stock price at the time of issue (*3)
Fractions less than 1 yen resulting from the calculation will be rounded up to 1 yen.
*1 The basic amount for each Participant is decided at the Company’s Board of
Directors Meeting in accordance with the responsibilities of each Participant.

- 23 -

*2 The stock price at the time of grant is the average of closing stock prices of theCompany’s common shares in Tokyo Stock Exchange, Inc. over the 1 month period
preceding the AGM, counting from the day before the AGM.
*3 The stock prices at the time of issue shall be the closing price of the Company’scommon shares on the Tokyo Stock Exchange, Inc. on the business day before thedate of the resolution of the Company’s Board of Directors Meeting on issuance anddisposal of the shares provided under the RSU (if transaction is not completed on thesame day, the closing price of the most recent trading day before that).
The total combined amount of monetary compensation receivables in (2) (d) and cash in(2) (e) in the outline of the PSU, together with monetary compensation receivables in (2)(c) and cash in (2) (d) in the outline of the RSU, shall be limited to a maximum of 600,000
shares of the Company’s common shares per year multiplied by the stock price at the timeof issue. However, if the total number of shares issued by the Company
increases/decreases after the date of resolution of this agenda item due to reverse share
split, share split, allocation of shares without contribution etc., the total amount of themonetary compensation receivables and cash to be provided to the Participants and thenumber of the Company’s common shares provided to the Participants will be reasonably
adjusted according to the percentage of such increase or decrease.
(4) Conditions for providing the Company’s common shares to the Participants
Under the RSU, the Company’s common shares and cash will be provided to the Participantson retirement if the following conditions are met.
(a) Continuously served as a Director or Executive Officer of the Company or any of its
subsidiaries throughout the Applicable Term(b) No illegal acts, as defined by the Company’s Board of Directors Meeting, were conducted(c) Other conditions that are determined by the Company’s Board of Directors Meeting asnecessary to achieve the objectives of the RSU are met
The Company’s common shares will be provided to the Participants through the issuanceof shares or the disposal of treasury stock. The Participants who will receive these commonshares and the subscription requirements for such issuance of the shares or disposal of treasury
stock will be decided by the Company’s Board of Directors Meeting.
(5) Treatment in the case of resignation
Should a Participant lose his/her position as a Director or Executive Officer of the Company
or any of its subsidiaries during the Applicable Term only due to a certain reason which has
been determined by the Company’s Board of Directors Meeting in advance, such Participants
will be provided with the Company’s common shares and cash prorated based on a reasonable
method prescribed by the Company’s Board of Directors Meeting for each Participant’s termof office during the Applicable Term up to such resignation.
END- 24 -

<Reference>
The Company is planning to revise the stock-based compensation system for the Executive
Officers of the Company and its subsidiaries as described in this agenda item, on the condition
that the agenda item will be approved.
Outline of the compensation system to be introduced for the Executive Directors andExecutive Officers in the case that this agenda item is approved Basic policy on compensation
 Compensation level and structure that enable hiring and retaining high-quality
talents from the perspective of diverse nationalities and experiences.
 Compensation composition ratio emphasizing performance-linked compensation,
resulting in providing sufficient incentives for profitable growth.
 Introduce the system to further improve mid- to long-term corporate value, andreinforce alignment of interests with the shareholders.

- 25 -

 Compensation structure
Base salary Monthly payment of an amountdetermined based on responsibilities.

Fixed compensation

Retirement
paymentsAnnual bonus







Variable compensation

Long-term
incentives

10% of annual base salary is retained, andthe accumulated amount is calculated andpaid upon their retirement.
This payment may be reduced or withheld
altogether if the recipient has caused
significant damage to the CCBJH Groupor been subject to disciplinary action. It
may also be specially increased where therecipient has given particularly
distinguished contribution. Any reduction,
withholding, or special increase will bedecided at the Board of Directors
Meeting, based on deliberation by the
Audit and Supervisory Committee.
Provided as an incentive for achieving
performance targets for each fiscal year.
The target amount is set in the range of
30% to 85% of base salary, depending on
their responsibilities.
The amount of payment varies in therange of 0% to 150% of the target amount
depending on the achievement of
performance targets in each fiscal year(companywide performance andindividual evaluations).
To provide motivation to achieve
profitable growth, business income, sales
volume, and net sales have been adopted
as measures for evaluating companywide
performance, based on the Company’s
policy regarding the determination ofcompensation, etc. for Executive
Directors and Executive Officers, etc.
Two types of stock-based compensation
systems, (1) PSU and (2) RSU, areadopted as long-term incentives.
The basic amount of all long-term
incentives (PSU + RSU) is set in the rangeof 15% to 100% of base salary based on
the responsibilities. 50% of this basic
amount is set as the basic PSU amount,and 50% is set as the basic RSU amount.
With regard to (2) RSU, additional grants
for the purpose of retention, etc. may bemade in addition to the above-mentioned
basic RSU amount and in case for
Directors, up to the compensation limit
detailed on the right if deemed necessary
by the Audit and Supervisory Committee.

- 26 -The portion of thecompensation
shown on the left
provided to
Directors will not
exceed thefollowing amount.
Compensation limit
for Directors(excluding
Directors servingon the Audit andSupervisory
Committee): 850
million yen per
year(approved byresolution no. 5 of2019 Annual
General Meeting of
Shareholders)*In case where the
Audit andSupervisory
Committee hasdeliberated anddeemed itnecessary,
payments within
850 million yen
may be made forfringe benefits suchas housing
allowances, etc.
The portion of thecompensation
shown on the left
provided to
Directors will not
exceed thefollowing amount.
Compensation limit
for Directors(excluding
Directors servingon the Audit andSupervisory
Committee):
Maximum amountof 600,000 shares
per year multipliedby the market value
at the time of issue

(1) PSU(Performance
Share Units)

Variable compensation

(2) RSU(Restricted
Stock Units)Provided as an incentive for achieving
mid to long term performance targets.
The number of shares to be issued shall be
determined within the range of 0% to150% of the basic PSU amount dependingon the achievement of performance targets(only considering companywide
performance) over the three years after theshare units have been granted (half of theshares to be issued shall be paid in cash
for the purpose of allocating funds for thepayment of tax obligations).
To provide motivation to enhance
corporate value over the mid to long term,
consolidated ROE and consolidated sales
growth rate have been adopted asmeasures for evaluating performance,
based on the Company’s policy regarding
the determination of compensation for
Executive Directors and Executive
Officers, etc.
Provided for the purpose of aligninginterests with shareholders, creating
incentives to increase corporate value, andstrengthening retention of talented people.
A predetermined number of shares areissued at retirement (half of the shares tobe issued shall be paid in cash for the
purpose of allocating funds for thepayment of tax obligations).

* Regarding fringe benefits, to support the execution of assignments outside the home country,
housing allowances, etc. are provided in accordance with the Internal Regulations for CCBJHGroup Expatriate, approved at the Company’s Board of Directors Meeting throughdeliberations by the Audit and Supervisory Committee.
 Process for determining compensation
Compensation for the Company’s Executive Directors shall be deliberated by the Audit andSupervisory Committee, which consists exclusively of Outside Directors, in order to enhance thetransparency and objectivity of the compensation determination procedure, and be decided by the
resolution of the Company’s Board of Directors Meeting within the total amount determined by
the resolution of the General Meeting of Shareholders. Compensation for Executive Officers shallalso be determined through deliberations by the Audit and Supervisory Committee.
 Compensation level
Compensation is decided according to the responsibilities by utilizing data from compensation
surveys performed by external research organizations and taking into account the level ofcompensation provided at companies such as domestic and overseas companies of similar scalein similar industries with the intent to provide a level of compensation that enables recruitment
and retention of talented people who are highly diverse in terms of nationality, experience, etc.

- 27 -

Image of compensation structure (in case of Representative Director & President)

Guidelines and procedures for determining compensation for Directors serving on the Audit
and Supervisory Committee and Outside Directors not serving on the Audit andSupervisory Committee
Compensation for Directors serving on the Audit and Supervisory Committee and Outside
Directors not serving on the Audit and Supervisory Committee consists of only base salary, taking
into account their roles in managerial supervision and audit. Compensation levels are set
according to the responsibilities of the Director by utilizing data from compensation surveys
performed by external research organizations and taking into account the level of compensation
provided at domestic companies of similar scale.
Compensation for Directors serving on the Audit and Supervisory Committee will be
determined through discussion among the Directors serving on the Audit and Supervisory
Committee within the total amount decided by the resolution of the General Meeting of
Shareholders. Compensation for Outside Directors not serving on the Audit and Supervisory
Committee will be discussed by the Audit and Supervisory Committee and determined by the
resolution of the Company’s Board of Directors Meeting within the total amount decided by the
resolution of the General Meeting of Shareholders.
END- 28 -

（Attachment）

Business Report(From January 1 to December 31, 2020)
1. Current Status of the Coca-Cola Bottlers Japan Group(1) Business Progress and Results
Coca-Cola Bottlers Japan Holdings Inc. (“CCBJH” or the “Company”, or “we”)
announced full-year results for the fiscal year ending on December 31, 2020 (January 1,
2020 to December 31, 2020).
In this fiscal year, total nonalcoholic ready-to-drink (NARTD) beverage industry
volume performance is expected to continue to decline versus the prior-year, reflecting
weaker consumer traffic and demand driven by the COVID-19 outbreak as well as
unseasonably rainy and cool weather in July.
We continue to drive fundamental business transformation under the guiding principleof our mid-term strategic business plan announced in August 2019 that “business as
usual is not an option”. We are focusing on our core beverage business and implementing
initiatives to fundamentally transform our business, including transformation in theimportant vending channel and back-office routines to drive cost efficiencies, increasing
production and supply capacity, and promoting new and more flexible working styles.
In the short term, we are focusing on various urgent cost mitigation initiatives to deal
with the rapidly evolving situation triggered by the COVID-19 outbreak, as we continue
to address our cost structure and high fixed-cost base of the beverage business. We arealso finding opportunities during this turbulent period to accelerate the pace of ongoingtransformation projects and to identify incremental growth and efficiency improvement
opportunities. This will ensure that we are well-prepared for the evolution of the businessenvironment in the longer term.
The Company has also been evaluating future opportunities for growth and operatingsynergies for the health and skincare business. We determined that the best way tosupport the next era of growth for this business is to sell Q’sai to Q-Partners Co., Ltd., acompany formed for this purchase led by investment funds in which Advantage Partners
Inc. provides services, euglena Co., Ltd., and, Tokyo Century Corporation. The
Company entered into a share transfer agreement with Q-Partners Co., Ltd. as ofDecember 15, 2020 and sold all of the shares of the Company’s consolidated subsidiary,- 29 -

Q'sai Co., Ltd. as of February 1, 2021 for a profit of 12.5 billion yen and cash inflow of
45 billion yen. As a result of executing the share-transfer agreement, Q’sai is classified
as discontinued operations for the fiscal year ending December 31, 2020. Accordingly,
the relevant section of prior-year financial statements and notes have been reclassified.
Our full-year results were impacted by weak beverage business sales volumes due tothe COVID-19 situation while we addressed urgent mitigation efforts by driving
fundamental business transformation and other cost-savings initiatives to partially offset
the current-year revenue decline. In spite of approximately 100 billion yen decline inconsolidated revenue for the year, we were able to deliver slightly positive Business
Income through significant fixed-cost savings, making costs more variable throughprocess improvements, investments in IT systems and organizational restructuring.
<Highlights>
・Business Income exceeded plan driven by acceleration of fundamental
transformation and incremental cost savings

・

Vending channel value share continues to improve, with 21 consecutive monthsof positive momentum.

・Continue to drive fundamental business transformation guided by our mid-term
strategic plan amid the current COVID-19 challenges and postponement of theTokyo 2020 Olympic and Paralympic Games; Transformation in vending and
OTC sales routes ahead of plan, reduction of fixed costs to increase flexibility;
35 billion yen in cost savings

・

Recovery and expansion of supply capacity completed as planned, with seven
new manufacturing lines including the new Hiroshima plant. Saitama “megadistribution center”, which will help optimize the logistics network in the Tokyo
metropolitan area, started operations in February 2021

・

Alcohol business continues to perform well with expanded product lineup
introduced in the fourth quarter・ Divested healthcare and skincare business as of February 1, 2021. Cash inflow of
45 billion yen. Proceeds expected to be used for investment to drive transformationand growth as well as initiatives to improve shareholder value
・ No 2021 full-year earnings guidance provided, given renewed market uncertainty
and reductions in consumer traffic after declaration of 2nd state of emergency inJapan and lack of clarity on a timeline for vaccinations and expected market
recovery- 30 -

<Reference>“Business Income” is a measure of our recurring business performance that is
calculated as cost of goods and selling, general and administrative expenses are deductedfrom revenue, and other income and expenses are added and subtracted accordingly. The
correspondence between Business Income and Operating Income(Loss) is as follows.
In the fiscal year ending 31 December 2020, the Healthcare and Skincare business has beenclassified as a discontinued operation as a result of the decision to sell all shares in Q’sai
held by the Company. As a result, revenue, business Income and operating loss for theprevious financial year have been reclassified to the amounts for continuing operations
excluding discontinued operations.
FY2019
Revenue(MM yen)Sales volume of beverage business(Million case)

Gross profit

FY2020890,009791,956505

458(MM yen)421,224

362,916

Selling and general administrative expenses(MM yen)407,510359,645

Other income (recurring)(MM yen)

1,052

772

Other expenses (recurring)(MM yen)

3,362

3,628

(MM yen)

43

ሺ245)

(MM yen)

11,447

169

61,859－

Share of income (loss) of entities accounted forusing equity method
Business income
Impairment losses of goodwill
Other income (non-recurring)(MM yen)

3,045

7,714

Other expenses (non-recurring)(MM yen)

11,537

19,606(MM yen)ሺ58,904)

ሺ11,722)

Operating income(loss)

Net revenue of continuing operation (beverage business) for full-year 2020 declined
98,053 million yen, or 11.0 % to 791,956 million yen, reflecting declining volume trends
since March, driven by the ongoing impact of COVID-19 and unseasonably rainy andcool weather in the summer, especially in the month of July.
Business income from continuing operations declined by 11,278 million yen or 98.5 %,to 169 million yen. This reflects a gross profit decline driven in large part by negative
channel mix due to volume declines in the vending and convenience store channels,- 31 -

partially offset by significant efforts to drive cost reductions across labor, promotional
activities and back-office expenses.
Consolidated operating loss from continuing operations improved from the prior year
to a loss of 11,722 million yen (58,904 million yen loss in the prior year) mainly bycycling a 61,859 million yen impairment loss on Goodwill in the prior-year second
quarter. As a reference, other income (non-recurring) includes 2,520 million yen of
government subsidies which partially offset temporary paid leave expenses in 2020 due
to the COVID-19 pandemic. Other expenses (non-recurring) in 2019 results include
9,184 million yen of special retirement allowances and others due to the introduction ofa voluntary employee retirement program. Other expenses (non-recurring) in 2020
include 3,923 million yen of temporary paid leave expenses, 4,546 million yen oftransformation-related expenses and special retirement allowances of 7,969 million yen.
Net loss attributable to owners of parent for the full-year, a total of continuing
operations and discontinued operations, was 4,715 million yen (57,952 million yen loss
in the prior year) led by improvement of the operating loss.
Beverage volume performance
Full-year volume declined 9% due to a sharp decline starting in March triggered byless consumer traffic and reduced operating hours in restaurants and other businesses asa result of countermeasures to prevent the spread of COVID-19. This impact waspartially offset by the contribution of the ready-to-drink alcohol brand, Lemon-dou
launched nationwide in October 2019.

Fourth-quarter volume declined 6% versus

prior year period, reflecting a gradually recovering trend from the second quarter to theend of the year.
Full-year nonalcoholic ready-to-drink (NARTD) beverage volume declined 11%, andfourth-quarter volume declined 6%. Volume declines were led by the on-premise (retail& food), vending and convenience store channels as a result of people refraining fromgoing out and limited operations of restaurants and eating outlets. We continued to gain
share in the vending channel, but as sales volumes declined sharply in train stations,schools, leisure venues and offices, full-year vending channel volume declined 13%,which has a strong impact on overall net-sales mix.

Retail & food channel sales volume

declined 28% driven primarily by a sharp decline in food channel volume impacted byclosure and shortened operating hours of eating and drinking outlets.

- 32 -

This decline waspartially offset by continued strong growth in the online channel. Full-year convenience
store channel volume declined 11%, reflecting lower consumer traffic as well as arevised marketing and product launch calendar due to the postponement of the Tokyo
2020 Olympic Games. Drug & Discounter (D&D) channel volume has grown since
February, and volume grew 8% for the full year, led by increased shopper traffic, demandfor home consumption and bulk purchasing. Supermarket volume increased 1%
supported by value share and volume growth in the fourth quarter.
In terms of beverage category performance, sparkling beverages declined 9%,
offsetting growth from renewed Coca-Cola Zero and the newly-launched Fanta Premiere
series. Non-sugar tea (NST) volume decreased 9%. Coffee volume declined 7%, as
growth in PET bottled coffee brands, including Georgia Japan Craftsman and the newGeorgia Latte Nista, was offset by a decline in can and bottle can products. The sports
drink category volume declined 12% as a result of a decline in the overall category, withweaker performance in large PET packaging. Water volume declined 3%, as immediate
consumption small-package volume declines offset emerging growth in large PET
packages in supermarket and Drug and Discounter channels.
The ready-to-drink alcohol brand, Lemon-dou continues to perform well since
expanding nationwide in October 2019 and sold 7.87 million cases in 2020, including
newly added SKU “Kamisori Lemon” in December 2020.

(2) Status of Capital Investment
Total capital investment undertaken during this consolidated fiscal year amounted to 65.5
billion yen, which was mainly undertaken for the following elements, all of which wererelated to the beverage business:a. Acquisition of vending machines, coolers and other sales equipmentb.

Acquisition of equipment for improvement of manufacturing efficiency andcorrespondence of new products- 33 -

(3)Financing

In order to ensure sufficient liquidity and access to cash as a backstop during this period ofhigh uncertainty, the Group accessed 50 billion yen in short-term borrowing from the bank.
(4)

Trend of Assets and Earnings
FY2017Item

FY2018FY2019FY2020

JGAAP

IFRS

IFRS

IFRS

IFRS

Net sales(MM yen)872,623

837,069

927,307890,009791,956

Business income(MM yen)－40,177

23,276

11,447

169

Operating income(loss)(MM yen)40,57937,594

14,682

ሺ58,904)

ሺ11,722)

Recurring income(MM yen)39,859－－－－(MM yen)25,244

21,967

10,117(57,952)

ሺ4,715)(yen)

144.26125.5352.68(322.22)

ሺ26.29)(MM yen)883,918

929,304

877,472

952,444939,603(MM yen)627,485

654,611

580,448505,999

501,6433,070.01

3,204.90

3,163.63

2,821.27

2,797.03

Income attributable toowners of the parent (loss)
Earnings(loss) per share
Total assets
Equity attributable toparent owners

Equity attributable to parent
owners per share(yen)

Notes:
1.

Starting in fiscal year 2018, the company has prepared consolidated financial statements based on the“International Financial Reporting Standards (IFRS)” instead of the “Japanese GAAP (JGAAP)” in the past.

2.

The name of each item is presented based on the terminology according to IFRS. In the terminology according to
JGAAP, “net sales,” “Income(loss) attributable to owners of the parent,” “earnings(loss) per share,” “total assets,”“equity attributable to parent owners,” and “equity attributable to parent owners per share” are presented as “netsales,” “income attributable to owners of the parent,” “net income(loss) per share,” “total assets,” “net assets,” and“net assets per share” respectively.

3.

Earnings(loss) per share is calculated based on the average number of shares issued during the year while equity
attributable to parent owners per share are calculated based on the total number of shares issued as of the end of
the fiscal year (excluding treasury shares).

4.

The figures for fiscal year 2017 are inclusive of the fluctuations caused by the share exchange with Coca–Cola
East Japan Co., Ltd., which was carried out as of April 1, 2017.

5.

In the year ended December 31, 2020, the healthcare and skincare business has been classified as a discontinued
operation as a result of the decision in December 2020 to sell all shares in Q’sai held by the Company. As a result,revenue, business income and operating income (loss) for the previous financial year have been reclassified to theamounts for continuing operations excluding discontinued operations.

- 34 -

(5) Issues to be addressed
In 2021, we expect uncertainty to continue in the overall Japan NARTD beverage
market. Although cycling of the COVID-19 impact from 2020 can be expected, theJapanese government declared a renewed state of emergency in January 2021 due to therapidly increasing COVID-19 infection rate, and this situation is expected to continue atleast into March, with little visibility into a timeline for vaccination and a broader return
to normal in the market.
Under these circumstances, and reflecting the guiding principle of our mid-term
strategic business plan announced in August 2019 that “business as usual is not an
option”, we are keeping a strict focus on managing what is in our control, and we willcontinue to drive fundamental business change to recover and grow by transforming ourcost structure, including organization restructuring and digitalization, focusing on an
appropriate balance of marketing “big bets” and innovation, and increasing front-facing
investments for growth in space-to-sell and market share.
In the commercial area, while the impact of COVID-19 is expected to continue, wewill work closely with Coca-Cola (Japan) Company, Ltd. to achieve steady profit growthin the era of “New Normal” by staying relevant to evolving consumer purchase trends
and channel mix and by “growing where the growth is”. Regarding strategic initiatives
for growth categories, we launched a new product named “Lemon-dou Kamisori Lemon”
to further expand our presence in ready-to-drink alcohol beverages at the end of 2020.
In addition, we continue to expand sales of the “Fanta Premier” series that contains fruit
puree and features a rich, adult-oriented sparkling taste, as well as high value-addedfunctional products like “Karada Odayakacha W”, and the premium “Georgia Latte
Nista” coffee series, along with extensive deployment of “COSTA Coffee”, the largest
coffee brand in Europe. Regarding our important vending channel, we aim to deliver
sustainable growth by selectively increasing vending machine placements with a ROI(Return On Investment) focus on high-potential locations, and gearing up the digitalstrategy by utilizing high-performing tools, such as our smartphone app “Coke ON”. In
addition, together with The Coca-Cola Company, a worldwide Olympic partner, we willleverage the excitement of the Tokyo Olympic and Paralympic Games which were
postponed to 2021, and implement comprehensive marketing campaigns to activate themarket, based on multiple scenarios to align with the actual event operations.
Regarding our efforts to strengthen manufacturing capabilities and optimize ourlogistics and distribution network, which are key elements of our growth plan, we will
fully leverage our expanded manufacturing capacity to optimize manufacturing
efficiency and inventory levels and introduce new products and new packages, including- 35 -

those in the new alcohol category, as well as enhancing our logistics and distribution
infrastructure. As a part of our logistics network optimization efforts, that we call the“Shinsei Project”, we continue to build a high-quality and low-cost supply chain networkthat ensures stable supply, centered on our newest high-capacity automated warehousefacility and “Mega Distribution Center” in Saitama, which started operations in February
2021. Going forward, we will work on optimizing the number of sales centers and otherinventory locations that will operate in sync with the Saitama Mega DC.
Finally, we will continue to streamline and transform our operations through thestandardization of business processes and promotion of digital transformation to build aresilient cost structure that can respond to the changes in the business environment withagility, and improve the balance sheet from the standpoint of appropriate capitalmanagement. Furthermore, we are actively strengthening people development initiatives
in accordance to our company “Mission, Vision and Values”, and pushing forward ESGrelated initiatives through the implementation of our CSV (creating shared value) Goals,
which include the ambitious “2030 Packaging Vision” for the Coca-Cola system in Japanin order to contribute to the global Coca-Cola system’s goal to realize a World Without
Waste.
We will continue to execute the above initiatives, but there are many uncertainties
related to the impact of the ongoing COVID-19 pandemic, including the new declarationof a state of emergency in Japan, the expected timing of a reduction in infection rates
and a potential vaccination, and the impact on the market. Therefore, it is not possible toestimate and announce our full-year 2021 earnings forecast at this time. We will provide
an update when we are able to estimate the impact to our outlook. In the meantime, ourfocus will be on delivering improvements in the following areas:•

Value share growth•

New recurring cost savings from ongoing transformation initiatives and additional cost
focus to offset weaker topline•

Restraint in new capital investments in 2021 during ongoing COVID-19 uncertainty•

Reinstatement of full-year dividend outlook of 50 yen per share•

Good stewardship of capital, including ongoing balance sheet optimization due to focus
on core beverage business segment, sales of under-utilized assets and crossshareholdings and prudent investment focus grounded in ROI- 36 -

(6) Status of Significant Subsidiaries (As of December 31, 2020)
Names

Paid-in
Capital
Unit: MM yen

Percentage of
Voting Rights

Main Businesses

Unit: %

Coca-Cola Bottlers Japan Inc.

100

100.0

FV Japan Co., Ltd.
Coca-Cola Bottlers Japan Vending Inc.
Coca-Cola Bottlers Japan Business Services
Inc.

100
80

100.0
100.0

80

100.0

Q’SAI CO., LTD.

350

100.0

Manufacture and sales of beverage andfood products
Sales of beverage and food products
Operation of vending machines
Outsourcing of office work related tosales of beverage and food products
Manufacture and sales of health food, andcosmetics and their related products

Notes:
1.

The percentage of voting rights includes the portion of indirect holdings via subsidiaries

2.

The status of the Specified Wholly Owned Subsidiary of the Company is as follows as of December 31, 2020:
Name of Specified Wholly Owned Subsidiary
Address of Specified Wholly Owned SubsidiaryBook value of shares of Specified Wholly Owned
Subsidiary of the Company or Wholly Owned
Subsidiary thereof

Coca-Cola Bottlers Japan Inc.
9-7-1, Akasaka, Minato-ku, Tokyo

Total assets of the Company

587,306 million yen- 37 -

342,561 million yen

2. Current Status of the Company(1) Status of Shares (As of December 31, 2020)
a. Total number of authorized shares: 500,000 thousandb. Total number of issued shares (excluding 26,920 thousand treasury shares): 179,348
thousandc. Number of shareholders: 62,701
d. Major shareholders (top 10)
Names of shareholders

Coca-Cola (Japan) Co., Ltd.

Number of shares held

Ratio of shareholding(Unit: thousand)(Unit: %)27,956

15.59

10,450

5.83

Custody Bank of Japan, Ltd. (Trust Account)

5,571

3.11

Ichimura Foundation for New Technology

5,295

2.95

Satsuma Shuzo Co., Ltd.

4,699

2.62

4,241

2.36

Senshusha Co., Ltd.

4,088

2.28

Coca-Cola Holdings West Japan Inc.

4,075

2.27

Mitsubishi Heavy Industries Machinery Systems, Ltd.

3,912

2.18

MCA Holdings Co., Ltd.

3,408

1.90

The Master Trust Bank of Japan, Ltd. (Trust
Account)

STATE STREET BANK AND TRUST COMPANY
505225

Note: The treasury shares (26,920 thousand shares) are excluded from the list above and from the calculation ofratio of shareholding.

- 38 -

(2) Status of the Company’s Officers
a. Status of Directors (As of December 31, 2020)
Position
Representative
Director

Name
Calin Dragan

Representative
Director

Bjorn Ivar Ulgenes

Director
Director

Hiroshi Yoshioka
Hiroko Wada

Director

Hirokazu Yamura

Director (Audit &Supervisory
Committee Member)
Director (Audit &Supervisory
Committee Member)
Director (Audit &Supervisory
Committee Member)

Irial Finan

Director (Audit &Supervisory
Committee Member)

Celso Guiotoko

Nami Hamada

Enrique Rapetti

Areas of responsibility and important concurrent positions
President
Representative Director & President, Coca-Cola Bottlers Japan Inc.
Vice President and Chief Financial Officer (Head of Finance)
Representative Director of Coca-Cola Bottlers Japan Inc.
Vice President and Chief Financial Officer (Head of Finance)
Representative Director & Chairman of Q’SAI Co., Ltd.
Representative, Office WaDa
Outside Director, Shimadzu Corporation
Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation
Representative Director & President, MICHINOKU COCA-COLA
BOTTLING CO., LTD.
Director, Coca-Cola European Partners Plc
Director, Smurfit Kappa Group Plc
Director, Fortune Brands Home & Security, Inc.
Director and Global Chief Digital Officer, Nishimoto Co., Ltd.

Founder, Managing Director, Mile High Capital Inc.
Director, Ecoplexus Japan K.K.
Outside director (Audit committee member), MetLife Insurance K.K.
THE COCA-COLA COMPANY LATIN AMERICA GROUP CFO

Notes:
1.

Transfers of Directors during the fiscal year under review were as follows:(1) Tamio Yoshimatsu have retired from the post of Directors effective from the conclusion of the fiscal year 2019
Ordinary General Meeting of Shareholders held on March 26, 2020.
(2) Jennifer Mann has resigned from the post of Director (Audit & Supervisory Committee Member) effectivefrom the conclusion of the fiscal year 2019 Ordinary General Meeting of Shareholders held on March 26,
2020.
(3) Hirokazu Yamura was newly elected and assumed office as Directors at the fiscal year 2019 Ordinary General
Meeting of Shareholders held on March 26, 2020.
(4) Enrique Rapetti was newly elected and assumed office as Directors (Audit & Supervisory Committee
Members) at the fiscal year 2019 Ordinary General Meeting of Shareholders held on March 26, 2020.

2.

Directors Hiroshi Yoshioka, Hiroko Wada, and Hirokazu Yamura and Directors (Audit & Supervisory Committee
Members) Irial Finan, Celso Guiotoko Nami Hamada, and Enrique Rapetti are Outside Directors.

3.

Directors Hiroshi Yoshioka, Hiroko Wada, and Hirokazu Yamura and Directors (Audit & Supervisory Committee
Members) Celso Guiotoko and Nami Hamada have been notified to the Tokyo Stock Exchange on which theCompany is listed, as “Independent Officers” as defined in the rules of the Tokyo Stock Exchange.

4.

Director (Audit & Supervisory Committee Member) Nami Hamada has accumulated a wealth of experience infinance and accounting by running her own financial consulting company, and is therefore highly knowledgeable
about finance and accounting. In addition, Mr. Enrique Rapetti, Director (Audit & Supervisory Board Member),- 39 -

has extensive experience in finance and accounting, including as CFO of THE COCA-COLA COMPANY (LATIN
AMERICA GROUP), and therefore has considerable knowledge of finance and accounting.
5.

Thanks to the organizational audits carried out through an internal control system under the lead of the Audit &Supervisory Committee, the Company does not need to appoint full-timers, and has therefore not appointed any
full-time members to the Audit & Supervisory Committee.

b. Outline of Limited Liability Agreements
In its Articles of Incorporation, the Company has established provisions concerning
limited liability agreements with Directors (excluding those who are not Executive Directors,etc.) in order to ensure that Directors (excluding those who are not Executive Directors, etc.)
can demonstrate the roles expected of them and the Company can invite and select competentpersons as Directors (including, not limited to, Outside Directors).
The Company has entered into limited liability agreements with Directors Hiroshi
Yoshioka, Hiroko Wada, Hirokazu Yamura, Irial Finan, Celso Guiotoko, Nami Hamada and
Enrique Rapetti to limit their liability for damages in the event that he/she fails to perform
his/her duties stipulated in Article 427, Paragraph 1 of the Companies Act. The limit ofliability in the Agreement shall be equal to the minimum liability limit stipulated by laws
and ordinances.

c. Outline of the Directors’ and officers’ Liability Insurance Policy
In order to ensure that directors (including those who are members of the Audit andSupervisory Committee) and the Group’s executive officers can demonstrate the roles
expected of them and the Company can select competent persons to serve as directors
and executive officers, the Company has entered into a directors' and officers' liability
insurance contract with an insurance company and the Company bears the entire premium.
The policy covers the nine members of the Board of Directors, namely Calin Dragan(Representative Director) Bjorn Ivar Ulgenes, Hiroshi Yoshioka, Hiroko Wada, Hirokazu
Yamura, Irial Finan, Celso Guiotoko, Nami Hamada and Enrique Rapetti and, as well as
the executive officers of the Group, as insured, in the event of claims for damages byshareholders, the Company, employees or other third parties arising from acts in thecourse of their duties as directors and officers of the Company during the term of thepolicy.

- 40 -

d. Total Amount of Remuneration to Directors for this Fiscal Year
Positions

Number of
persons
remuneratedTypes of remuneration
Basic
remuneration

Long-term
incentives

Bonuses

Directors(of which Outside
Directors)

6(3)405 million yen(39 million yen)–(–)

Directors (Audit &Supervisory Committee
Members)(of which Outside
Directors)

5(5)

70 million yen(70 million yen)

–
(–)

Total
(of which Outside
Officers)

11 475 million yen(8) (109 million yen)

–
(–)

Total
remuneration

Other

132 million yen 81 million yen 618 million yen (Note)1,2,3,(–)(–) (39 million yen)4,5,6
–
(–)

–
(–)

70 million yen (Note)1,2,3,(70 million yen)4

132 million yen 81 million yen 688 million yen(–)(–) (109 million yen)

Notes:
1.

In accordance with the resolution passed at the 62nd Ordinary General Meeting of Shareholders held on March
26, 2020, the upper limit of compensation for Directors (five in number at the time of the resolution, excluding
Directors serving on the Audit and Supervisory Committee) shall be 850 million yen per year (of which 50 million
yen per year for Outside Directors (two in number at the time of the resolution); in accordance with the resolution
passed at the 58th Ordinary General Meeting of Shareholders held on March 23, 2016, the upper limit ofcompensation for Directors serving on the Audit and Supervisory Committee (five at the time of the resolution)
shall be 100 million yen per year.

2.

Separately, in accordance with the resolution taken at the 62th Annual General Meeting of Shareholders held on
March 26, 2020, for the Company’s Directors (excluding Directors serving on the Audit and Supervisory
Committee), the upper limit of stock-based compensation consisting of monetary compensation receivables andcash (the performance share unit system, hereinafter called “PSU,” and the restricted stock unit system, hereinafter
called “RSU”) to Executive Directors shall be annual amount not exceeding in total the value of 200,000 shares
multiplied by the market value of the monetary compensation receivables and cash at the time of issue

3.

Above table includes compensation paid to one Director (excluding Directors serving on the Audit and Supervisory
Committee) and one Director (serving on the Audit and Supervisory Committee, of which one Outside Director),
who are resigned at the conclusion of the 62th Annual General Meeting of Shareholders held on March 26, 2020.

4.

Basic compensation includes retirement payments, and an amount equivalent to fringe benefits, etc. (housing
allowance, etc.).

5.

Long-term incentives include PSU, RSU and Special RSU.

6.

Other is leadership award.

- 41 -

Remarks

d. Matters relating to Outside Officers(a) Positions held concurrently as Directors with executive authority over operations, etc. at othercorporations, etc. and Outside Officers, etc. at other corporations, etc. (As of December 31,
2020)
Position

Name

Important concurrent positions

Outside Director
Outside Director

Hiroshi Yoshioka
Hiroko Wada

Outside Director

Hirokazu Yamura

Outside Director(Audit & Supervisory
Committee Member)

Irial Finan

Outside Director(Audit & Supervisory
Committee Member)
Outside Director(Audit & Supervisory
Committee Member)

Celso Guiotoko

Director and Global Chief Digital Officer, Nishimoto Co., Ltd.

Nami Hamada

Outside Director(Audit & Supervisory
Committee Member)

Enrique Rapetti

Founder, Managing Director, Mile High Capital Inc.
Director, Ecoplexus Japan K.K.
Outside director (Audit committee member), MetLife Insurance K.K.
THE COCA-COLA COMPANY LATIN AMERICA GROUP CFO

Representative, Office WaDa
Outside Director, Shimadzu Corporation
Outside Director (Audit & Supervisory Committee Member), Unicharm
Corporation
Representative Director & President, MICHINOKU COCA-COLA
BOTTLING CO., LTD.
Director, Coca-Cola European Partners Plc
Director, Smurfit Kappa Group Plc
Director, Fortune Brands Home & Security, Inc.

Note: The Company’s relationships with other corporations where the Company’s Outside Officers serve concurrently
as Directors with executive authority over operations, etc. are as follows:(1) There is no business relationship to be disclosed between the Company and Office WaDa.
(2) There is no business relationship to be disclosed between the Company and Shimadzu Corporation.
(3) There is no business relationship to be disclosed between the Company and Unicharm Corporation.
(4) The Company and MICHINOKU COCA-COLA BOTTLING CO., LTD. have a trading relationship (sales,
0.2% of consolidated sales revenue of the Company; purchases, 0.5% of consolidated sales revenue of
MICHINOKU COCA-COLA BOTTLING CO., LTD.
(5) There is no business relationship to be disclosed between the Company and Coca-Cola European Partners
Plc.
(6) There is no business relationship to be disclosed between the Company and Smurfit Kappa Group Plc.
(7) There is no business relationship to be disclosed between the Company and Fortune Brands Home & Security,
Inc.
(8) There is no business relationship to be disclosed between the Company and Nishimoto Co., Ltd.
(9) There is no business relationship to be disclosed between the Company and Mile High Capital Inc.
(10) There is no business relationship to be disclosed between the Company and Ecoplexus Japan K.K.
(11) There is no business relationship to be disclosed between the Company and MetLife Insurance K.K.
(12) THE COCA-COLA COMPANY is an “Other Related Company” of the Company, and the Company hasentered into agreements with it concerning the manufacture and sale of Coca-Cola and other products and theuse of its trademarks.

- 42 -

(b) Main activities during the fiscal year under review
Position

Name

Outside Director

Hiroshi Yoshioka

Outside Director

Hiroko Wada

Outside Director

Hirokazu Yamura

Irial Finan
Outside Director(Audit & Supervisory
Committee Member)
Outside Director
Celso Guiotoko(Audit & Supervisory
Committee Member)
Outside Director
Nami Hamada(Audit & Supervisory
Committee Member)

Outside Director
Enrique Rapetti(Audit & Supervisory
Committee Member)

Main activities
He attended all the 10 Board of Directors’ meetings held during the
fiscal year under review and provided advice as appropriate based on his
extensive experience and insights primarily in corporate management.
She attended all the 10 Board of Directors’ meetings held during the
fiscal year under review and provided advice as appropriate based on her
extensive experience and insights primarily in corporate management.
He attended all the 8 Board of Directors’ meetings held during the fiscal
year under review after he assumed Director of the Company andprovided advice as appropriate based on her extensive experience andinsights primarily in corporate management.
He attended all the 10 Board of Directors’ meetings and 6 Audit &Supervisory Committee’s meetings held during the fiscal year underreview and provided advice as appropriate based on his extensive
experience and insights primarily in corporate management.
He attended all the 10 Board of Directors’ meetings and 6 Audit &Supervisory Committee’s meetings held during the fiscal year underreview and provided advice as appropriate based on his extensive
experience and insights primarily in corporate management.
She attended all the 10 Board of Directors’ meetings and 6 Audit &Supervisory Committee’s meetings held during the fiscal year underreview and provided advice as appropriate based on his extensive
experience and insights primarily in corporate management and financial
accounting.
He attended all the 8 Board of Directors’ meetings and 5 Audit &Supervisory Committee’s meetings held during the fiscal year underreview after he assumed Director (Audit & Supervisory Committee
Member) of the Company and provided advice as appropriate based on
his extensive experience and insights primarily in corporate management
and financial accounting.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~(Note: Amounts, number of shares and ratios in the business report are rounded off to the nearest unit.)- 43 -

Consolidated Statement of Financial Position
As of December 31, 2020

Millions of yen
AssetsCurrent assets:
Cash and cash equivalents

114,778

Trade and other receivables

96,009Inventories

68,180

Other financial assets

702

Other current assets

17,195

Subtotal

296,865

Assets of disposal groups classified as held for sale48,138

Total current assets

345,003

Non-current assets:
Property, plant and equipment

460,502

Right-of-use assets

29,810Intangible assets

66,193

Investments accounted for using the equity method

287

Other financial assets

25,640

Deferred tax assets

4,986

Other non-current assets

7,183

Total non-current assets

594,601

Total assets

939,603

Note: Amounts less than one million yen are rounded.

- 44 -

Consolidated Statement of Financial Position
As of December 31, 2020

Millions of yen
Liabilities and equity
Liabilities
Current liabilities:
Trade and other payables

102,480

Bonds and debts

51,072

Lease liabilities

5,547

Other financial liabilities

408

Income taxes payable

3,238
9

Provisions
Other current liabilities

15,923

Subtotal

178,676

Liabilities directly associated with disposal groups classified asheld for sale

7,193
185,869

Total current liabilities
Non-current liabilities:
Bonds and debts

187,514

Lease liabilities

25,858Other financial liabilities

605

Net defined benefit liabilities

14,876

Provisions

2,119

Deferred tax liabilities

17,296

Other non-current liabilities

3,375

Total non-current liabilities

251,641

Total liabilities

437,510EquityCapital stock

15,232

Capital surplus

450,605

Retained earnings

120,473

Treasury shares(85,654)

Accumulated other comprehensive income

1,095

Accumulated other comprehensive income of disposal groups
classified as for sale

(107)

Equity attributable to owners of the parent (total)

501,643

Non-controlling interests

450

Total equity

502,093

Total liabilities and equity
Note:939,603

Amounts less than one million yen are rounded.

- 45 -

Consolidated Statement of Income

For the fiscal year ended December 31, 2020
Millions of yen
Continuing operations
Net sales

791,956

Cost of sales

429,040

Gross profit

362,916

Selling and general administrative expenses

359,645

Other income

8,486

Other expenses

23,235

Share of income (loss) of entities accounted for using equity method
Operating income(loss)(245)(11,722)

Financial revenue

767

Finance costs

1,110

Income(loss) for the year before income tax(12,065)

Income tax expense(4,918)Net income(loss) for the year from continuing operations(7,148)Discontinued operations
Net income(loss) for the year from discontinuing operations

2,418

Net income (loss) for the year

(4,729)Net income(loss) for the year attributable to:
Owners of the parent
Loss from continuing operations attributable to owners of parent
Profit from discontinuing operations attributable to owners ofparentNon-controlling interests
Note: Amounts less than one million yen are rounded.

- 46 -(7,130)2,415(14)

Non-consolidated Balance Sheet
As of December 31, 2020

AssetsCurrent assets:
Cash and deposits
Prepaid expenses
Receivables and payables of subsidiaries and affiliates
Accrued income
Other current assets
Total current assets
Fixed assets:
Property, plant and equipment:
Buildings
Structures
Tools, instruments and fixtures
Land
Total property, plant and equipment

Millions of yen

7,603
45
132,194112
1,640
141,595

14,8871,080
18
50,141
66,126

Intangible assets:
Leasehold right
SoftwareTotal intangible assets

27
2
29

Investments and other assets:
Investment securities
Deferred tax assets
Other assets
Total investments and other assets
Total fixed assets

378,471540
544
379,556445,710

Total assets

587,306

Note: Amounts less than one million yen are rounded.

- 47 -

Non-consolidated Balance Sheet
As of December 31, 2020

Millions of yen
Liabilities
Current liabilities:
Short-term borrowing
Other accounts payable
Accrued expenses
Money entrusted
Other current liabilities
Total current liabilities

50,000434
512,660624
63,723Long-term liabilities:
Bonds payable
Assets retirement obligation
Provision for performance-linked compensation
Other long-term liabilities
Total long-term liabilities

180,000
1,025
94
71
181,191

Total liabilities

244,914

Net assets
Shareholders’ equity:
Common stock
Additional paid-in capital
Capital reserve
Other additional paid-in capital
Total additional paid-in capital
Retained earnings:
Legal reserve
Other retained earnings:
Reserve for advanced depreciation
General reserve
Retained earnings to be carried forward
Total other retained earnings
Total retained earnings
Treasury stock (at cost)
Total shareholders’ equity

677
110,388
31,482
142,547
145,864(85,654)342,391

Total net assets

342,391

Total liabilities and net assets

587,306

15,232
108,167
158,783
266,950
3,317

Note: Amounts less than one million yen are rounded.

- 48 -

Non-consolidated Statement of Income

For the fiscal year ended December 31, 2020
Millions of yen
Net revenues
Operating expenses
Operating income

19,202
4,372
14,831Non-operating income:Interest and dividend received
Other non-operating income
Total non-operating income

84
12
96

Non-operating expenses:
Interest expenses
Other expenses
Total non-operating expenses
Recurring income
Extraordinary profit:
Gain on sale of fixed assets
Total extraordinary profit
Extraordinary losses:
Impairment loss
Fixed asset procurement loss
Loss on retirement of fixed assets
Total extraordinary losses
Income before income taxes
Income taxes
Income taxes deferred
Income548
33
581
14,345
2,959
2,959
58
507
237
802
16,502
1,055(295)
15,742

Note: Amounts less than one million yen are rounded.

- 49 -

Independent Auditor’s ReportFebruary 16, 2021
The Board of Directors
Coca-Cola Bottlers Japan Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo OfficeTokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takahiro Saga (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Miyuki Nakamura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Keita Tsujimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, comprising the consolidated balance
sheet, the consolidated statement of income, the consolidated statement of changes in net assets
and the related notes of Coca-Cola Bottlers Japan Holdings, Inc. as at December 31, 2020 andfor the year from January 1, 2020 to December 31, 2020 in accordance with Article 444-4 of theCompanies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position and the results of operations of Coca-Cola Bottlers
Japan Holdings, Inc. and its consolidated subsidiaries for the period, for which the consolidated
financial statements were prepared, in accordance with accounting principles generally acceptedin Japan.

- 50 -

Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of
the Consolidated Financial Statements.” We are independent of the Company and its
consolidated subsidiaries in accordance with the provisions related to professional ethics inJapan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis
for our audit opinion.
Emphasis of matter
Without qualifying our report, we draw Significant subsequent events. The Company
announced that the Company’s Board of Directors resolved to sell all of the shares of theCompany’s consolidated subsidiary, Q'sai to Acquiring Company, a company formed for thispurchase led by investment funds in which Advantage Partners Inc. provides services, euglena
Co., Ltd., and, Tokyo Century Corporation on December 15, 2020, and entered into a sharetransfer agreement with the Acquiring Company and sold on 1 February 2021.
Responsibilities of Management and the Audit & Supervisory Committee for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with accounting principles generally accepted in Japan, andfor such internal control as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated financial statements, management is responsible for assessing
whether it is appropriate to prepare the consolidated financial statements in accordance with thepremise of a going concern, and for disclosing matters relating to going concern when it isrequired to do so in accordance with the provisions of the latter part of Article 120, Paragraph 1of the Regulation on Corporate Accounting which allows companies to prepare consolidated
financial statements with the omission of some disclosure items required under DesignatedInternational Financial Reporting Standards.
The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’
duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
express an opinion on the consolidated financial statements from an independent standpoint in
an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are
deemed material if they can be reasonably expected to, either individually or collectively,
influence the decisions of users taken on the basis of the consolidated financial statements.

- 51 -

We make professional judgment in the audit process in accordance with auditing standards
generally accepted in Japan, and perform the following while maintaining professional
skepticism.
・Identify and assess the risks of material misstatement, whether due to fraud or error. Design
and implement audit procedures to address the risks of material misstatement. The audit
procedures shall be selected and applied as determined by the auditor. In addition, sufficientand appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
・In making those risk assessments, the auditor considers internal control relevant to theentity’s audit in order to design audit procedures that are appropriate in the circumstances,although the purpose of the audit of the consolidated financial statements is not to express an
opinion on the effectiveness of the entity’s internal control.
・Assess the appropriateness of accounting policies adopted by management and the method of
their application, as well as the reasonableness of accounting estimates made by management
and the adequacy of related notes.
・Determine whether it is appropriate for management to prepare the consolidated financial
statements on the premise of a going concern and, based on the audit evidence obtained,
determine whether there is a significant uncertainty in regard to events or conditions that may
cast significant doubt on the entity’s ability to continue as a going concern. If there is asignificant uncertainty concerning the premise of a going concern, the auditor is required tocall attention to the notes to the consolidated financial statements in the audit report, or if thenotes to the consolidated financial statements pertaining to the significant uncertainty areinappropriate, issue a modified opinion on the consolidated financial statements. While theconclusions of the auditor are based on the audit evidence obtained up to the date of the audit
report, depending on future events or conditions, an entity may be unable to continue as agoing concern.
・Besides assessing whether the presentation of and notes to the consolidated financial
statements are in accordance with the provisions of the latter part of Article 120, Paragraph 1of the Regulation on Corporate Accounting which allows companies to prepare consolidated
financial statements with the omission of some disclosure items required under DesignatedInternational Financial Reporting Standards, assess the presentation, structure, and content of
the consolidated financial statements including related notes, and whether the consolidated
financial statements fairly present the transactions and accounting events on which they arebased.
・Obtain sufficient and appropriate audit evidence regarding the financial information of theCompany and its consolidated subsidiaries in order to express an opinion on the consolidated
financial statements. The auditor is responsible for instructing, supervising, and implementing
the audit of the consolidated financial statements, and is solely responsible for the audit
opinion.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses ininternal control identified in the course of the audit, and other matters required under theauditing standards.

- 52 -

The auditor reports to the Audit & Supervisory Committee regarding the observance ofprovisions related to professional ethics in Japan as well as matters that are reasonably
considered to have an impact on the auditor’s independence and any safeguards that are in place
to reduce or eliminate obstacles
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’sReport as required by the Companies Act.

- 53 -

Independent Auditor’s ReportFebruary 16, 2021
The Board of Directors
Coca-Cola Bottlers Japan Holdings, Inc.
Ernst & Young ShinNihon LLC
Tokyo OfficeTokuya Takizawa (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Takahiro Saga (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Miyuki Nakamura (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Keita Tsujimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, comprising the balance sheet, the statement ofincome, the statement of changes in net assets and the related notes, and the supplementaryschedules of Coca-Cola Bottlers Japan Holdings, Inc. as at December 31, 2020 and for the year
from January 1, 2020 to December 31, 2020 in accordance with Article 436-2-1 of theCompanies Act.
In our opinion, the financial statements and the supplementary schedules referred to above
present fairly, in all material respects, the financial position and the results of operations of
Coca-Cola Bottlers Japan Holdings, Inc. for the period, for which the financial statements andthe supplementary schedules were prepared, in accordance with accounting principles generally
accepted in Japan.

- 54 -

Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of
the Financial Statements and the Accompanying Supplementary Schedules.” We are
independent of the Company in accordance with the provisions related to professional ethics inJapan, and are fulfilling other ethical responsibilities as an auditor. We believe that we haveobtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Emphasis of matter
Without qualifying our report, we draw Significant subsequent events. The Company
announced that the Company’s Board of Directors resolved to sell all of the shares of theCompany’s consolidated subsidiary, Q'sai to Acquiring Company, a company formed for thispurchase led by investment funds in which Advantage Partners Inc. provides services, euglena
Co., Ltd., and, Tokyo Century Corporation on December 15, 2020, and entered into a sharetransfer agreement with the Acquiring Company and sold on 1 February 2021.
Responsibilities of Management and the Audit & Supervisory Committee for the Financial
Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements
and the supplementary schedules in accordance with accounting principles generally accepted inJapan, and for such internal control as management determines is necessary to enable thepreparation of financial statements and the supplementary schedules that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules,
management is responsible for assessing whether it is appropriate to prepare the financial
statements and the accompanying supplementary schedules in accordance with the premise of agoing concern, and for disclosing matters relating to going concern when it is required to do soin accordance with accounting principles generally accepted in Japan.
The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’
duties related to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements andthe accompanying supplementary schedules as a whole are free from material misstatement,
whether due to fraud or error, and to express an opinion on the financial statements and theaccompanying supplementary schedules from an independent standpoint in an audit report,
based on our audit. Misstatements can occur as a result of fraud or error, and are deemedmaterial if they can be reasonably expected to, either individually or collectively, influence thedecisions of users taken on the basis of the financial statements and the accompanying
supplementary schedules.

- 55 -

We make professional judgment in the audit process in accordance with auditing standards
generally accepted in Japan, and perform the following while maintaining professional
skepticism.
・Identify and assess the risks of material misstatement, whether due to fraud or error. Design
and implement audit procedures to address the risks of material misstatement. The audit
procedures shall be selected and applied as determined by the auditor. In addition, sufficientand appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
・In making those risk assessments, the auditor considers internal control relevant to the entityʼs
audit in order to design audit procedures that are appropriate in the circumstances, although
the purpose of the audit of the financial statements and the accompanying supplementaryschedules is not to express an opinion on the effectiveness of the entity’s internal control.
・Assess the appropriateness of accounting policies adopted by management and the method of
their application, as well as the reasonableness of accounting estimates made by management
and the adequacy of related notes.
・Determine whether it is appropriate for management to prepare the financial statements andthe accompanying supplementary schedules on the premise of a going concern and, based on
the audit evidence obtained, determine whether there is a significant uncertainty in regard toevents or conditions that may cast significant doubt on the entity’s ability to continue as agoing concern. If there is a significant uncertainty concerning the premise of a going concern,
the auditor is required to call attention to the notes to the financial statements and theaccompanying supplementary schedules in the audit report, or if the notes to the financial
statements and the accompanying supplementary schedules pertaining to the significant
uncertainty are inappropriate, issue a modified opinion on the financial statements and theaccompanying supplementary schedules. While the conclusions of the auditor are based on
the audit evidence obtained up to the date of the audit report, depending on future events orconditions, an entity may be unable to continue as a going concern.
・Besides assessing whether the presentation of and notes to the financial statements and theaccompanying supplementary schedules are in accordance with accounting principles
generally accepted in Japan, assess the presentation, structure, and content of the financial
statements and the accompanying supplementary schedules including related notes, andwhether the financial statements and the accompanying supplementary schedules fairly
present the transactions and accounting events on which they are based.
・To express an opinion on the financial statements and the accompanying supplementaryschedules, obtain sufficient and appropriate audit evidence relating to the financial
information on components, which is included in the financial statements and theaccompanying supplementary schedules. The auditor is responsible for giving instructions on,
monitoring, and performing audits relating to the financial information on components. The
auditor is solely responsible for audit opinions.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses ininternal control identified in the course of the audit, and other matters required under theauditing standards.

- 56 -

The auditor reports to the Audit & Supervisory Committee regarding the observance ofprovisions related to professional ethics in Japan as well as matters that are reasonably
considered to have an impact on the auditor’s independence and any safeguards that are in place
to reduce or eliminate obstacles.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’sReport as required by the Companies Act.

- 57 -

Audit Report
We, as the Audit & Supervisory Committee （‟A&S Committee”） conducted audits relating to
the execution of duties by directors during FY 2020 business year from January 1, 2020 to
December 31,2020, and hereby report the method of audits and results as follows.

1. Method of audits and the details
A&S Committee received regular reports from directors and employees on thecontent of resolutions of the board of directors regarding matters prescribed in
Paragraph 1 (i) (b) and (c) of Article 399-13 of the Companies Act and the status ofbuilding and operation of the internal control system which had been developed
based on the board resolutions, requested further explanations as needed, explained
its opinions and conducted audits as below:① A&S Committee members participated in important meetings in accordance with theaudit policy specified by the Committee in cooperation with the company’s internal
control department. A&S Committee received reports relating to the execution of duties
by directors from directors and employees, requested further explanations as needed, andexamined the process and details of decision-making at important meetings, etc. as wellas the status of business and assets.
A&S Committee also received reports on the status of subsidiaries’ business as neededby communicating and exchanging information with directors, auditors, etc. of thesubsidiaries.
② A&S Committee examined the basic policies (specified according to Article 118 (iii)(a)of the Companies Act) and the special efforts (specified according to Article 118 (iii)(b)of the Companies Act) described in the business reports in light of the status of
deliberations at the board of directors and other meetings.
③ A&S Committee members conducted audits to ensure that accounting auditors kept
independence and conducted appropriate accounting audits, while receiving reports on
the execution of duties by them and requesting further explanations as needed. In
addition, A&S Committee received notification by accounting auditors that they weredeveloping a “structure to secure appropriate execution of duties by directors” inaccordance with the “quality control standards relating to audits”, etc., and requested
further explanations as needed.
Based on the above outlined method, we examined the business reports and their detailed
statements, the financial statements and their detailed statements, as well as the consolidated
financial statements relating to the business year in question.

- 58 -

2 . Audit Results(1) Result of Audit of Business Reports, etc.
① We acknowledge that the business reports and detailed statements correctly indicate thecompany’s situation in accordance with laws and regulations and the Articles ofIncorporation.
② We do not acknowledge any improper acts relating to the directors’ execution of duties or
any significant facts that violate laws and regulations or the Articles of Incorporation③ We acknowledge that the details of resolutions of the board of directors relating to theinternal control system are appropriate. Furthermore, we do not acknowledge that there are
any matters to indicate regarding the details stated in business reports relating to suchinternal control systems and the execution of duties by the directors. We also received
reports from directors and ERNST & YOUNG SHIN NIHON LLC that they acknowledged theinternal control relating to financial reporting was valid as of preparation of this Audit
Report.
④ We do not acknowledge that there are any matters to indicate regarding the basic policies
relating to control of the company described in the business reports. We acknowledge thatthe special effort described in the business reports (specified according to Article 118 (iii)(b) of the Companies Act) is consistent with the basic policies, does not harm the common
interests of shareholders of the company, and is not intended to maintain the position of
officers of the company.
(2) Results of Audit of Financial Statements and Detailed Statements
We acknowledge that the method and results of the audit by ERNST & YOUNG SHINNIHON LLC are appropriate.
(3) Results of Audit of Consolidated Financial Statements
We acknowledge that the method and results of the audit by ERNST & YOUNG SHINNIHON LLC are appropriate.

- 59 -

February 17, 2021
Audit & Supervisory Committee, Coca-Cola Bottlers Japan Holdings Inc.

Audit & Supervisory Committee Member

Irial Finan

Audit & Supervisory Committee Member

Celso Guiotoko

Audit & Supervisory Committee Member

Nami Hamada

Audit & Supervisory Committee Member

Enrique Rapetti(Note) Audit & Supervisory Committee Member Irial Finan, Audit & Supervisory Committee Member
Celso Guiotoko, Audit & Supervisory Committee Member Nami Hamada and Audit & Supervisory
Committee Member Enrique Rapetti are External Auditors provided for in Article 2-15 and Article331-6 of the Companies Act.

- 60 -TOPICS
Status of Sales Activities
Product Showcase
Fanta Premier Orange

Fanta Premier Orange uses juice from whole oranges to achieve distinctive, refreshing sweetness,retaining the texture of small and big orange pulp.
We deliver a genuine and luxurious taste, without compromising the beverage’s bubbly spark.
This is the fourth new release in the Fanta Premier Series.

Lemon-dou Kamisori Lemon

A new lemon sour with a razor-sharp edge from our dedicated lemon sour brand “Lemon-dou.”With 9% alcohol and 9% lemon juice, the dry flavor of “Lemon-dou Kamisori Lemon” is perfectly
suited to enjoying a crisp drink with meals.
Lemon-dou has a lineup of five drinks to choose from, to match your mood and meals each day.

- 61 -

Karada Odayakacha W

The birth of a new tea product as a Food with Functional Claims, with the W (double) benefits on“memory” and “blood pressure” for the first time in Japan.
A green tea, pleasantly bitter and refreshing: a healthy habit that’s easy to continue
In the same “W” series as “Karada Sukoyakacha W,” a designated health food effective against
fat and sugar, “Karada Odayakacha W” responds to the concerns and needs of our customers.

* Please see https://c.cocacola.co.jp/odayakacha/ for registration and other details on this product.
(Japanese only)
Initiatives for Each Sales Channel
Online Channel

In 2020, we launched labelless versions of four products for online sales: “I LOHAS,” “Ayataka,”“Sokenbicha,” “Canada Dry THE TANSAN STRONG.” The introduction of labelless products isgood for the environment, and dispenses with the trouble of separating the labels from bottles
when recycling. It will allow us to respond to growing domestic consumption due to changing
lifestyles.

- 62 -TOPICS
Towards Stronger Supply Systems
The New Hiroshima Plant Commences Operation

The Hiroshima Plant began operation in June 2020, a new plant to take the place of the Hongo
Plant, which suspended operations due to flooding in the wake of the torrential rains in westernJapan in July 2018. With automated production lines and the introduction of the latest IoTtechnologies, the Hiroshima Plant is designed for more efficient production and process control.
It also features two aseptic lines (production lines enabling bottling in sterile conditions) that can
manufacture small or large PET bottle beverages, and has approximately 1.5 times the production
capacity of the Hongo Plant. The Hiroshima Plant will play a core role in supplying the Chugoku
and Shikoku areas in the future.
We have also constructed a plant tour zone inside the Hiroshima Plant. The plant tour zone
provides a variety of new content that enables visitors not only to “observe,” but to actually“experience” manufacturing.

Production line at the Hiroshima
Plant

Bottle Theater in the plant tour
zone

Exterior of the Hiroshima Plant*Plant tours are presently suspended in order to prevent the spread of COVID-19. Please see our
website for details on reopening status, dates, times, etc.
Production of “Lemon-dou” Commences at Our Kyoto Plant

Our dedicated lemon sour brand “Lemon-dou” has become a favorite beverage for many, withshipments of approximately 7.9 million cases in 2020.
In October 2020, we installed new production equipment for manufacturing alcoholic products at
our Kyoto Plant, in order to meet rising consumer demand.

Production of “Lemon-dou” at the Kyoto Plant- 63 -

The Saitama Mega DC Automated Distribution Center Commences Operation

We are currently engaged in Project Shinsei, aimed at greater efficiency and optimization of ourdistribution network. As part of this endeavor, the Saitama Mega DC automated distribution center,
which had been under construction within the grounds of the Saitama Plant since April 2019, has
now been completed and has commenced operation in February 2021.
The Saitama Mega DC has a storage capacity of 60,000 pallets, and a product shipping capacityof 8.5 million cases per year. Through automation of storage racks and an automated picking
system, the facility enables a reduction of around one half in the required storage space, andachieves time and manpower savings in shipping operations. It is designed to provide high-quality,
low-cost, stable supply, as our core distribution base in the Tokyo metropolitan area.

Automated picking system- 64 -TOPICS
ESG Initiatives
CSV (Creating Shared Value) Goals

Together with The Coca-Cola (Japan) Co., Ltd., we have established a Sustainability Framework
stipulating three platforms - inclusion, communities, and resources – that are anticipated to remaina priority over the next ten years, and nine priority issues (material issues) for us to tackle in theimmediate future. In order to resolve these issues, we have established and are actively addressing
several unique, non-financial targets: our CSV Goals.

Products

Water
ClimatechangeWorld Without
Waste

100%

Zero/low-calorie options for core brands

300%

FOSHU/functional product growth100%

Front-of-pack calorie label and straightforward nutritional information

100%

Observation of The Coca-Cola Company Responsible Marketing Policy

200%

Water source replenishment. Focus on watersheds near our plants

30%

Water usage reduction by 2030

25%

Reduction in greenhouse gas emissions by 2030

Promotion of renewable energy

Design 50%

Content of recycled PET in PET bottles by 2022

 90%

Content of recycled PET in PET bottles by 2030

 100%

Sustainable PET without fossil fuel use by 2030

 100%

Adoption of recyclable packaging by 2025

 35%

Further lightweight PET packaging by 2030 (compared to 2004)

Collect

 100%

Collection percentage compared to sales volume by 2030

Partner Extensive partnerships across industry and environmental organizations by 2030

Procurement

100%

Sustainable sourcing

Human rights

100%

Adherence to Supplier Guiding Principles across the CCBJH Group value chain

Diversity andinclusion

20%

Female managers by 2030

Society

10%

Employee volunteers

1 million

Participants in community programs

Baseline year is 2015 and target year is 2025 unless otherwise stated.

Introduction of Products Using Recycled PET Bottles

Under the Coca-Cola system’s “2030 Packaging Vision,” we aim to use sustainable materials suchas recycled PET resin in all our PET bottle products by 2025.
In March 2020, we launched the I LOHAS Natural Mineral Water 100% recycled PET bottle.
These bottles realize a ratio of 100% recycled PET, up from 30% in previous products, thanks totechnological innovation allowing greater transparency in recycled bottles, and the cooperationof our partner companies in achieving mass production.
We are also engaged in other initiatives, including a joint project launched in July 2020 with Far
Eastern New Century Corporation, one of the world’s largest manufacturers of PET resin andpolyester fibers based in Taiwan, on commercialization of PET bottles made from recycled PET- 65 -

raw material through chemical recycling,* rolling out some products using this PET bottle inNovember 2020.

* After collected used PET bottles have been sorted, crushed, and washed to remove foreignmaterials, they are broken down into a raw material or an intermediate raw material of PET resin
by depolymerization, and then the raw material is refined and polymerized into new PET resin.

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